DayOne Data Centers Ltd (0002118192) (Filer)

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As filed with the Securities and Exchange Commission on October 5, 2026.

Registration No. 333-     

United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DayOne Data Centers Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

5 Temasek Boulevard #10-06

Suntec Tower 5, Singapore 038985

+65 6015 0516

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)

Dated     , 2026.

American Depositary Shares

DayOne Data Centers Limited

Representing    Ordinary Shares

This is an initial public offering of American depositary shares (“ADSs”) representing ordinary shares of DayOne Data Centers Limited, par value US$    per share. We are offering a total of    ADSs, each representing    of our ordinary shares.

Prior to this offering, there has been no public market for the ADSs. We anticipate that the initial public offering price will be between US$    and US$    per ADS. We have applied for the listing of the ADSs representing our ordinary shares on the Nasdaq Stock Market under the symbol “DODC.” The closing of this offering is contingent upon the successful listing of the ADSs representing our ordinary shares on the Nasdaq Stock Market.

We have granted the underwriters a 30-day option to purchase up to an additional    ADSs from us at the initial public offering price less the underwriting discounts and commissions.

We are a “foreign private issuer” under applicable Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See “Prospectus Summary—Implications of Being a Foreign Private Issuer.”

We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

Investing in our ADSs involves risks. See “Risk Factors” beginning on page 21 for factors you should consider before buying our ADSs.

PRICE US$    PER ADS

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York to purchasers on or about    , 2026.

The date of this prospectus is    , 2026.

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Until    , 2026 (the 25th day after the date of this prospectus), all dealers that effect transactions in these ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be distributed to you. We and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, and neither we nor the underwriters take responsibility for any other information others may give you. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where such offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of the ADSs representing our ordinary shares. Our business, financial condition, results of operations and prospects may have changed since that date.

Neither we nor any of the underwriters has taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus or any filed free writing prospectus outside the United States.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and consolidated financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under “Risk Factors” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to invest in the ADSs. In particular, we call your attention to the risks that investors in the ADSs are purchasing equity securities of DayOne Data Centers Limited, a Cayman Islands holding company that conducts its operations through its subsidiaries. As a result, investors will not hold direct investments in the operating subsidiaries. Investors are cautioned not to place any undue reliance on the information, including statistics and estimates, set forth in this section or similar information included elsewhere in this prospectus.

Our Company

DayOne is a leading digital infrastructure platform outside of the United States and China. Since our inception in 2022, we have secured 4.6GW of Resources across ten markets. Of this, we have approximately 2.3GW of Bookings, primarily from seven global hyperscale and leading technology customers. In a supply-constrained environment caused by unprecedented demand from AI, we work collaboratively with our customers to create new markets. We take an industrialized approach to development, which enables us to satisfy the most demanding requirements for scale, reliability and time-to-market. Our vision is to create the largest global platform comprising multiple gigawatt-scale data center campuses in strategic locations, offering a unique value proposition to our customers.

We focused initially on the opportunity in Southeast Asia. We were the catalyst for the creation of the SIJORI market, integrating resources in the new markets of Johor, Malaysia, and Batam, Indonesia located in the Riau Islands, along with the established hub of Singapore. Within a short period of time, SIJORI has grown to become one of the largest data center markets in the world. Based on our Bookings, Structure Research estimates that we have a 33% market share in SIJORI. Our approach enables us to achieve a development yield of around mid-teens. Building on this proven strategy, we have expanded our footprint in Asia to Greater Bangkok, Thailand, Kuala Lumpur, Malaysia and Kyushu, Japan, and entered Europe with sites in Greater Helsinki, Finland and Zaragoza, Spain.

The Opportunity

Global demand for data center capacity is experiencing significant growth, driven by resilient public cloud expansion and the rapid adoption of AI. Structure Research estimates that global data center capacity is projected to increase by 135GW from an estimated 90GW in 2025 to 225GW in 2030. AI workloads are anticipated to be the primary catalyst for this growth, generating approximately 59% of incremental demand. Consequently, AI’s share of total global capacity is expected to grow from 14% in 2025 to 41% by 2030, according to Structure Research. To support this industry shift, global leading hyperscalers and technology companies are significantly accelerating their capital expenditures to build out the computing infrastructure required for the AI era. The top ten global hyperscalers are forecasted to invest US$7.3 trillion between 2026 and 2030, representing a more than fivefold increase compared to the US$1.4 trillion spent over the preceding five-year period, according to Structure Research.

Within our target markets, data center capacity is projected to more than double, from 16GW to 49GW in Asia Pacific (excluding China), and from 16GW to 38GW in Europe from 2025 to 2030. Established markets, which currently account for 53% and 40% of existing capacity in Asia Pacific (excluding China) and Europe, respectively, are facing severe resource constraints. As a result, hyperscalers are increasingly reallocating capital deployments toward growth markets within these regions. These growth markets offer the ability to secure scalable powered land with accelerated time-to-market and highly visible expansion potential. When executing

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these regional deployments, hyperscalers increasingly partner with proven operators with an ability to navigate local complexities. Consequently, from 2025 to 2030, outsourcing penetration is forecasted to increase from 69% to 77% in Asia Pacific (excluding China) and from 45% to 64% in Europe.

Our Approach

We have established a proprietary and industrialized development approach that enables us to deliver our solutions at scale and with speed. We partner with customers to identify and develop new markets with scalable land, power and critical resources. We systematically de-risk our market entry by securing anchor customer commitments early on in our development process. Our modularized and prefabricated approach enables us to deliver gigawatt-scale campuses across multiple sites at industry-leading speed and technical standards. As deployments scale up, we broaden our customer base within our markets, attracting new customers and transforming these locations into multi-campus regional clusters. This reinforces customer trust, supports repeat deployments and enables us to replicate our approach across geographies through a disciplined, scalable and customer aligned strategy. Since our inception in 2022, we have delivered 962MW of Capacity In Service as of September 20, 2026. In Southeast Asia, according to Structure Research, this approach delivers capacity at a cost that is around 20% to 30% below industry average and within 12 months, and achieves a development yield of around mid-teens underpinned predominantly by long-term take-or-pay contracts with our hyperscale customers.

Our Operating Model

We provide critical data center infrastructure, including space, power and cooling, to support our customers’ IT equipment. Our data centers are engineered to be workload-agnostic and flexible, enabling them to accommodate evolving power density requirements and technical standards. We are responsible for the day-to-day operation and management of our data center facilities and for meeting our service level commitments, while customers manage and operate their own IT equipment deployed within our facilities. We generate substantially all of our revenue from data center services under long-term customer contracts. Revenue primarily comprises services fees for providing space, power and cooling capacity. Power is generally charged based on customers’ actual power consumption on a pass-through basis.

Our Footprint

A core proof point is the creation of the SIJORI market, spanning Singapore, Johor (Malaysia) and Batam (Indonesia) located in the Riau Islands. We developed SIJORI in direct response to Singapore’s capacity constraints, creating a low-latency, multi-availability zone for public cloud, AI training and inference deployments. Since entering Johor, we have built campuses at two locations, Nusajaya Tech Park and Kempas Tech Park, secured approximately 1.4GW of Bookings and brought five global hyperscalers into the market. Our revenue derived from Malaysia accounted for 81.5% and 87.0% of our total revenue for 2025 and the six months ended June 30, 2026, respectively. In parallel, our Batam campuses at Nongsa Digital Park and Kabil Industrial Tech Park are among the first large-scale AI sites in Indonesia, while our presence in Singapore, where our campus is currently under development, anchors a tri-node deployment strategy for the SIJORI market. We are aiming to replicate this framework across other growth markets in Asia Pacific (excluding China) and Europe, including Greater Bangkok, Thailand, Kuala Lumpur, Malaysia, Greater Helsinki, Finland, Zaragoza, Spain and Kyushu, Japan.

Our Customers

As hyperscale deployments grow larger and more complex, execution becomes the critical differentiator. Hyperscalers increasingly concentrate deployments with partners that can deliver consistent execution across markets and bring scalable capacity online with speed and certainty. DayOne is positioned as a partner of choice, supported by our ability to deliver high-specification facilities at speed and scale. We have strong and trusting relationships with our customers, including but not limited to global leading hyperscalers and technology

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companies, and support their deployments across multiple markets. Three of our hyperscale customers engage with us across our platform, each for multi-market deployments around or exceeding 200MW of Bookings. A significant majority of our customer agreements range from 10 to 15 years, with renewal options of typically five years.

Our Growth

Our growth is supported by the combination of a proven ability to secure new Bookings, expand our Secured Powered Land and maintain a consistent record of delivering projects on time, within budget and at attractive development yields. As of September 20, 2026, we had Bookings of approximately 2.3GW, substantially all of which we expect to deliver by December 31, 2028, based on our current estimates. We estimate the cost to complete our Bookings at approximately US$11.4 billion, after deducting the cost we had spent up to June 30, 2026. We believe that our currently available capital resources will be sufficient to fully fund our current Bookings. We estimate that, across the projects for which we have secured Bookings as of September 20, 2026, we will achieve a development yield of around mid-teens. In addition to our Bookings, we had Reservations of 1.1GW from our customers. As of September 20, 2026, we had 2.3GW of Secured Powered Land and 1.3GW of Powered Land Pipeline that underpin our continued growth.

Summary of Risk Factors

Investing in the ADSs involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in the ADSs. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

We face risks and uncertainties in realizing our business objectives and executing our strategies, including:

Risks Related to Data Center Development and Growth

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Risks Related to Our Customers and Customer Contracts

Risks Related to Our Data Center Operations

Risks Related to Our Liquidity, Profitability and Financial Condition

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Risks Generally Applicable to Our Business

Risks Related to Our Industry and the Macroeconomic Environment

Risks Related to Our Regulatory Environment and Other Legal Matters in the Geographic Markets in Which We Operate

Risks Related to the ADSs and This Offering

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Corporate History and Structure

Our Company was incorporated in the Cayman Islands with limited liability under the name “DigitalLand Holdings Limited” on May 18, 2022 and is headquartered in Singapore. On January 1, 2025, we changed our company name to “DayOne Data Centers Limited.”

In 2023, we delivered our first data center campus at Nusajaya Tech Park (“NTP”) and acquired land at Kempas Tech Park (“KTP”) in Johor, Malaysia. During the same year, we were approved to develop a data center in Singapore. By the end of 2023, we had reached 49MW of Capacity In Service and secured over 100MW of Bookings across our portfolio. In 2024, we expanded into two new markets: Greater Bangkok, Thailand, and Tokyo, Japan. In 2025, we entered the Greater Helsinki market by investing in data center campuses in Kouvola and Lahti, Finland, and delivered our first data center in Batam, Indonesia. In 2026, we expanded into three new markets: Kuala Lumpur, Malaysia, Zaragoza, Spain, and Kyushu, Japan.

In 2024, to fund our growth, we raised US$1.9 billion through Series A and Series B equity financings from certain institutional private equity and strategic investors. We raised another US$1.3 billion in 2025 and US$3.2 billion in 2026, in each case in connection with our Series C equity financing from existing and new institutional private equity and strategic investors.

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We operate our business through a number of direct and indirect subsidiaries. The following diagram illustrates our corporate structure as of the date of this prospectus. The diagram omits certain entities that are immaterial to our results of operations, business and financial condition.

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Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market Rules. See “Risk Factors—Risks Related to the ADSs and This Offering—As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.”

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include an exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in nonconvertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. See “Risk Factors—Risks Related to the ADSs and This Offering—We expect to incur increased costs and become subject to additional rules and regulations as a result of being a public company, particularly after we cease to qualify as an ‘emerging growth company.’”

Corporate Information

Our principal executive office is located at 5 Temasek Boulevard #10-06, Suntec Tower 5, Singapore 038985. Our telephone number at this address is +65 6015 0516. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is https://www.dayonedc.com. The information contained on our website is not a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

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Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their option to purchase up to       additional ADSs from us. Unless otherwise noted, all translations from MYR to U.S. dollars in this prospectus are made at MYR 4.0820 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2026.

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Due to rounding, numbers presented throughout this prospectus may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

Market, Industry and Other Data

This prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, government statistics, reports by market research firms or other independent sources and our own estimates based on our management’s knowledge of and experience in the market sectors in which we compete.

Data center and market position information that appears in this prospectus is based on a report dated July 30, 2026 that we commissioned from Structure Research, a third-party industry research firm. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The Structure Research report is supplemented where necessary with our own internal estimates, taking into account publicly available information about other industry participants and our management’s judgment where information is not publicly available. This information appears in “Prospectus Summary,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this prospectus.

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and other forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

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THE OFFERING

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Depositary

The number of ordinary shares that will be outstanding immediately after this offering:

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SUMMARY CONSOLIDATED FINANCIAL DATA AND OPERATING DATA

The following table presents our summary consolidated statements of operations for the periods indicated:

Note:

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The following table presents our summary consolidated balance sheets data as of the dates indicated:

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The following table presents our summary consolidated cash flow data for the periods indicated:

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Non-GAAP Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use adjusted gross profit and adjusted gross profit margin, and adjusted EBITDA and adjusted EBITDA margin, collectively, to help us evaluate our business. We use such non-GAAP financial measures to guide strategic decisions, financial analysis and planning, trend analysis, and performance evaluation. We believe these non-GAAP financial measures, when taken collectively, may help investors understand the metrics we use to manage the business and make period-to-period comparisons when certain items vary for reasons unrelated to core performance.

These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure presented in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, as well as our consolidated financial statements and related notes included elsewhere in this prospectus.

We believe excluding items (i) that do not reflect our underlying business performance or (ii) that other companies, including companies in our industry, frequently exclude from similar non-GAAP measures enables us and our investors to compare our underlying business performance from period to period. We believe these adjustments improve the evaluation of current and historical performance and give investors more visibility into profit and margin trends. They also enhance comparability and align with metrics commonly used by analysts and investors to assess performance.

Adjusted Gross Profit and Adjusted Gross Profit Margin

We define adjusted gross profit as gross profit, excluding (i) depreciation in cost of revenue and (ii) share-based compensation in cost of revenue.

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The following table presents a reconciliation of gross profit and gross profit margin, the most directly comparable financial measures stated in accordance with GAAP, to adjusted gross profit and adjusted gross profit margin, respectively, for each of the periods presented:

Adjusted EBITDA and Adjusted EBITDA Margin

We define adjusted EBITDA as net loss, excluding (i) interest income, (ii) interest expense, (iii) income tax expense, (iv) depreciation, (v) amortization of land use rights, (vi) foreign exchange loss (gain), net, (vii) share-based compensation, (viii) gain on disposal of subsidiary and (ix) termination fee (representing a one-time termination fee paid to terminate our historical customer support arrangement).

The following table presents a reconciliation of net loss and net loss margin, the most directly comparable financial measures stated in accordance with GAAP, to adjusted EBITDA and adjusted EBITDA margin, respectively, for each of the periods presented:

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Key Performance Indicators

Our results of operations are largely driven by our Bookings and Billings. Our management uses the following key performance indicators as measures to evaluate our performance:

The following table sets forth our key performance indicators as of the dates indicated.

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RISK FACTORS

You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below and our consolidated financial statements and related notes, before making an investment in our ADSs. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and prospects. The market price of our ADSs could decline significantly as a result of any of these risks and uncertainties, and you may lose all or part of your investment. The risks described as follows are by no means exhaustive or comprehensive, and there may be other risks in addition to those shown below which are not known to us or which may not be material now, but could turn out to be material in the future. Before deciding to invest in the ADSs, prospective investors should seek professional advice from their relevant advisors about their particular circumstances.

Risks Related to Data Center Development and Growth

We face challenges managing our rapid growth, including our significant amount of capacity under construction and a large backlog across a number of countries and jurisdictions.

Our business has grown significantly since its inception in 2022. As of September 20, 2026, we had Capacity In Service of 962MW. We are rapidly expanding our business at a global scale with significant projects across multiple jurisdictions and continents. As of September 20, 2026, we had Capacity Under Construction of 1,328MW, with a Pre-Commitment Rate of 99.3%, meaning that we have made significant customer commitments which we must meet. Our projects under construction and Backlog are at a scale significantly exceeding our Capacity In Service, and as a result, meeting our commitments will require us to rapidly grow and scale up our operations, involving significant challenges. We have also continued to rapidly grow our geographic footprint by adding additional Resources in a number of new markets in 2026, and as we grow in these markets we may face new and unforeseen challenges.

Rapid expansion at the scale that we are currently undertaking and committed to pursue internationally presents significant operational, logistical, and execution risks. There can be no assurance that we will be successful in completing our projects, delivering to customers on time, managing our liquidity and financing needs, managing a larger and fast-growing organization with rapidly increasing headcount and maintaining compliance with legal and other requirements as we rapidly grow. These risks are especially prevalent given the evolving legal and regulatory regimes applicable to data centers and customers that we must adapt to from time to time. Government limitations or moratoriums placed on data center construction in a given market may also negatively impact our ability to expand according to our plans or prevent us from completing our data center construction projects leading to stranded capital. Furthermore, executing on hyperscale data center construction and delivery and overseeing third-party contractors at multiple locations while also operating in-service capacity also involves significant risks.

If we fail to effectively manage the growth of our operations and successfully implement our expansion plans, our business, financial condition, results of operations and prospects would be materially and adversely affected.

The successful development of hyperscale data centers is highly complex as it requires the integrated implementation of resources, connectivity, governmental approvals, along with third-party inputs, among others.

Delivering our projects on time and in accordance with customer requirements is an important part of our value proposition to our customers. As of September 20, 2026, we had 1,328MW of Capacity Under Construction across six markets. The development of hyperscale data centers across regions is highly complex and requires significant coordination among our internal teams and many third parties, including utilities, property owners, module integrators, equipment suppliers, contractors and logistics providers, relating to the successful engineering, construction, installation and delivery of our projects. We could also experience delays due to inclement weather, particularly during rainy seasons in Southeast Asia or winter in Finland, and holiday

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seasons in the jurisdictions where we operate, which could impact our pace of data center development and delay our time to revenue and cash flows. Our data center development is also subject to risks associated with logistics and transportation of both prefabricated modules and other materials and equipment, including delays due to, among others, weather, shipping and customs procedures, as well as defects and damage during transport and storage. Any material delay at any of our projects could adversely impact our business, whether such delay is caused by us or factors outside of our control.

Our data center projects require resources including land, power, water, connectivity, and labor, and we must also obtain and maintain various licenses, permits and approvals. Adding to the complexity of this process is the fact that we may also compete with other data center companies or hyperscalers building their own data centers with respect to the foregoing resources, as well as for licenses, permits and approvals. We work closely with local utilities and power providers, and sometimes local governments, as well as telecommunications carriers where our proposed data centers are located in order to obtain land, bring power, water and connectivity and other resources into service and to obtain required licenses, permits and approvals. Any failure in the engineering, procurement, integration, construction or installation phases (whether due to errors, omissions, or delays by us or suppliers of equipment or services) could result in project delays, increased costs, or failure to meet customer specifications. If any of the third parties we rely on, or, in the case of regulators, are governed by, fail to deliver on time in accordance with our requirements, our ability to deliver to customers and our time to revenue could be delayed, leading to adverse consequences to our business and prospects. With respect to resources, although we obtain contractual access to such resources prior to development, in practice access to resources could be delayed due to many factors and we may have no recourse or limited recourse with respect to utilities and power providers. Furthermore, we are often an early-mover in our markets, which may involve unforeseen risks. Our customers have in the past and may from time to time make changes to their requirements during the development process, adding complexity to our development process and increasing the risk of delays.

If we fail to deliver on our contractual commitments to customers on time, our customers may be contractually entitled to a financial penalty, service credits or a reduction in the fees payable to us, and may in some cases be able to terminate the relevant contract. In some cases, while we may be entitled to receive compensation from third-party suppliers for their failure to meet commitments, recovering compensation from such third parties could be costly, time-consuming and difficult, and even if we receive compensation, we remain exposed to reputational risk and the risk that compensation would not be adequate to cover our losses. The foregoing could adversely affect our ability to continue to develop capacity in such areas. We experienced delays in the past due to among others, inclement weather and changes in customer requirements and provided compensatory service credits to the relevant customer. We cannot assure you that similar incidents in the future will not materially impact our customer relationships or materially and adversely affect our operational results in the future.

As our industry evolves, customer deployment cycles may also become more compressed, with infrastructure commitments tied to defined implementation windows. If we are unable to deliver capacity within required timeframes, customers may seek alternative solutions instead of our services, impacting our prospects.

We may be unable to secure powered land that is suitable for our business and customers or ultimately develop data centers on powered land we have secured.

Market and site selection are critical to us and our expansion plans. We may not be able to identify and secure suitable sites in new markets with the necessary combination of scalable power and land parcel, connectivity, and regulatory environment. Identifying and securing suitable sites for development is a time-consuming process and investments in time and attention from our management may not lead to successful results. In addition, if competitors are able to identify and acquire more attractive sites, our competitive position could be adversely affected. If we acquire powered land but are unable to successfully develop data centers later on, we may not be able to fully realize our investment and may suffer losses. In certain cases the binding agreements we have entered into for our Secured Powered Land are subject to certain closing conditions prior to our data center development and there can be no assurance that all such conditions will be satisfied or waived, in which case either we or one of our counterparties may terminate such agreements. Given the evolving rapidly

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evolving regulatory and other conditions around our industry, from time to time, we may also choose not to proceed to develop Secured Powered Land. The foregoing could have a material adverse effect on our business, financial condition, and our overall operations and on our amount of Secured Powered Land.

We may be unable to obtain and maintain access to power on time, at all or in sufficient quantities and redundancy.

Hyperscale data centers require significant amounts of electrical power and the ability to obtain access to power on commercially acceptable terms and may be a potential risk to our growth prospects. Limitations on the generation, transmission and distribution of power and evolving legal requirements may limit our ability to obtain sufficient power for data centers. Although we take steps to ensure access to power prior to site construction, in practice, bringing power into service in accordance with our and our customers’ requirements is subject to risks and challenges, many of which may not be foreseeable during our planning stages, and could arise after we have already invested significant capital, which could increase our costs to complete. We rely on local utilities and other third-party power providers for our power supply in our markets and such providers or relevant regulators may impose burdensome conditions to any approval or provision of power, including among others, commitments relating to usage of a certain amount of green energy. Mission-critical data centers, such as ours, require high levels of redundancy, particularly in respect of power infrastructure. Connecting power and redundant power is complex and requires coordination with local utilities and requires the construction of infrastructure, including in some cases infrastructure assets located off-site or on-site substations. Changes to rules and regulations regarding power usage during our development process could also delay, hinder or increase the costs of development. The development of required infrastructure may encounter unforeseen challenges which could negatively impact our timelines, increase costs and impact future operations at the relevant data center. For example, grid connections may require easements to lay connections from third parties and we may be unable to obtain such easements on acceptable terms or at all. If local utilities or power providers fail to deliver on committed amounts of power in adequate quantities or on a consistent basis or are unable to deliver on time, our recourse against the local utilities and power providers may be limited by political, contractual or other factors and our ability to mitigate such failures could be limited. We are required under customer contracts to provide certain levels of power and redundancy and any failure to meet any of those requirements, even if such failures are caused by third parties, could adversely impact us.

In certain markets where access to power is competitive we may be required to enter into agreements for power supply that contain certain binding commitments to pay for certain levels of power in order to obtain power approval, including potentially the payment of non-refundable deposits. If we are unable to obtain customer commitments to pay for such power in our contracts or experience early termination of a customer contract, we would ultimately bear such power costs, which could adversely affect our financial condition.

We may be unable to obtain and maintain necessary licenses, permits and approvals.

Our data center construction projects require us to obtain and maintain a variety of licenses, permits and approvals from governmental authorities and public utilities, which vary depending on the jurisdiction. See “Regulation” for further information. Any delay in the permitting process could affect our ability to complete our projects on schedule. Obtaining required licenses, permits and approvals may involve lengthy engagement with governmental entities and public utilities and even if we satisfy the relevant requirements, such authorities often have significant discretion over the granting and timing of any license, permit or approval. Data center properties often require licenses, permits and approvals from various governmental authorities related to zoning and land use. Delays or denials of zoning or land use-related licenses, permits or approvals could significantly delay or otherwise materially impact our project development. Such authorities may also impose new conditions on licenses, permits or approvals after the application process has commenced. We may be unable to fulfill conditions imposed on us or such conditions may not be commercially acceptable. Furthermore, certain of our licenses, permits and approvals must be maintained on an ongoing basis and we could face fines, penalties or cease business activities if any are revoked. Additionally, increased community scrutiny of data center resource use including land, water and power, may cause permitting authorities to impose stricter requirements, resulting in longer approval processes, higher costs, or project cancellations. The foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

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In addition, our ability to obtain and maintain necessary licenses, permits and approvals for our projects could be impacted by growing public skepticism and resistance to AI, including concerns about AI’s impact on employment, privacy, safety and broader societal implications, may intensify opposition to infrastructure projects that are perceived as enabling or accelerating AI development, such as hyperscale data centers. Our projects may face heightened scrutiny and opposition from groups that are critical of the AI industry, even in jurisdictions that might otherwise be receptive to data center development. For example, in response to concerns and political opposition, a growing number of state legislatures, county boards, city councils and other local governing bodies have enacted, or are considering enacting, temporary or permanent moratoria, restrictive zoning amendments, heightened permitting requirements and other land use limitations that prohibit or significantly constrain the development of new data centers, These actions are often driven by concerns regarding potential for strain on local electrical grids and water supplies, visual and noise impacts, potential property devaluation, loss of agricultural land, fire risks and the perceived limited local economic benefit of such facilities after construction is completed. We cannot assure you that jurisdictions where we operate, including in Asia and Europe, will not take or consider taking similar actions. If moratoria or restrictive regulations are adopted in jurisdictions where we have projects in our pipeline, we may be forced to, among other things, abandon those projects, relocate to alternative sites that may be less desirable or more costly to develop, or incur significant unrecoverable development costs. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

The data center business is highly capital intensive and we may require a substantial amount of additional capital to meet our future capital needs and/or may need to raise capital on less favorable terms.

The costs of developing, constructing, and operating hyperscale data centers are substantial. We are planning to continue to expand our footprint in existing markets and open new markets. Our operating cash flows to date have been significantly lower than our capital requirements and to grow our operations, we have raised, and in this offering are seeking to raise, a substantial amount of capital. We believe that our currently available capital resources will be sufficient to fully fund our current Bookings. However, as we grow we expect that we may need to raise additional funds through equity or debt financings in the future, including the proceeds of this offering, in order to meet our operating and capital needs for our long-term development and expansion plans. Given the rapid pace of change in our industry and the number of projects we have ongoing, our future capital requirements may vary significantly. Actual expenditures may exceed budgeted requirements and our estimated costs to complete our projects, which could, among other things, negatively impact our development yield. Although we have had success raising funds in the past, accessing capital is challenging and additional debt or equity financing may not be available when needed or, if available, may not be available on satisfactory terms. As we enter or expand in new markets, such markets may not have mature capital markets, limiting our fundraising options. If we are unable to obtain additional debt and/or equity financing, we may be required to prioritize, delay or cancel projects or curtail capital expenditures, impacting our growth prospects.

If we raise additional funds through further issuances of equity or equity-linked securities, our existing shareholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our ordinary shares or ADSs. In addition, one of our strategies involves the potential for accessing diversified funding channels and capital partnerships, and where appropriate, consider asset recycling or alternative development structures to optimize return on invested capital and maintain balance sheet flexibility. However, we cannot assure you that such funding channels will be available, which could limit our sources of capital to fund our growth.

We have in the past and may again in the future finance our projects by engaging in joint ventures or bringing in minority investors at a project level, which could dilute or reduce our interest in a particular project. In addition, any debt financing that we may obtain in the future could have restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

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Construction of hyperscale data centers exposes us to both risks associated with large construction projects and risks specific to hyperscale data center construction, including the ability to find qualified contractors and other third parties we require for our construction projects.

The engineering, construction and development of data centers require us to carefully select and rely on the experience of consultants, general contractors and suppliers of long lead-time components. Identifying and qualifying contractors capable of constructing hyperscale data centers is challenging, particularly given the need to assemble and install complex equipment, and in some markets we have faced challenges in finding qualified contractors willing to engage in hyperscale data center construction. If a consultant, contractor or supplier experiences financial or other problems or fails to adhere to our timetable and quality or other specifications during the engineering or construction process, we could experience significant delays, quality control issues and/or incur increased costs to complete the projects. In addition, any misconduct or non-compliance with law by any of such third parties could lead to adverse consequences for us, including reputational harm, financial liability and the revocation of required licenses, permits and approvals. We may be unable to replace third parties on commercially acceptable terms in a timely manner or at all if they fail to meet our requirements.

Some of the other risks associated with our construction projects include:

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

We depend on third parties to provide network connectivity to the customers within our data centers.

Our customers require internet connectivity and connectivity to the fiber networks of multiple third-party telecommunications carriers. In order for us to attract and retain customers, our data centers need to provide sufficient access to those carriers. Although one of the criteria we assess when selecting sites for development is the potential for adequate connectivity, it is possible that we and our customers will ultimately be unable to obtain and maintain such connectivity. While we provide space and facilities in our data centers for carriers to locate their equipment and connect customers to their networks, any carrier may elect not to offer its services within our data centers or may elect to discontinue its service. Furthermore, carriers may periodically experience business difficulties which could affect their ability to provide telecommunications services, or the service provided by a carrier may be inadequate or of poor quality. If carriers were to terminate connectivity within our data centers or if connectivity were to be degraded or interrupted our customers could be adversely affected, which in turn could adversely impact our reputation with our customers and our business, financial condition, results of operations and prospects.

Furthermore, each new data center that we develop requires significant amounts of capital to be expended by third-party telecommunications carriers or the customer for the construction and operation of a sophisticated

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redundant fiber network. The construction required to connect multiple carrier facilities to our data centers is complex and involves factors outside of our control, including regulatory requirements, the availability of construction resources and willing and able third-party telecommunications carriers or customers and the sufficiency of such parties’ financial resources to fund the construction. Additionally, hardware or fiber failures could cause significant loss of connectivity. If we are unable to establish highly diverse network connectivity to our data centers, or if such network connectivity is materially delayed, is discontinued or is subject to failure, our ability to attract new customers or retain existing customers may be negatively affected and, as a result, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Our cooling solutions at our data centers require significant amounts of water, and we may be unable to obtain access to sufficient amounts of water and necessary infrastructure.

Our customers’ IT equipment at our data centers generates significant heat, and many of our facilities employ cooling architectures that use water to manage the heat loads, together with other coolants. Gaining access to water and the related construction and development is complex and depends on third-party utilities and governmental approvals that are outside our control. We are subject to risks that we may be unable to gain access to sufficient water resources, and even if we obtain such access, we may be unable to maintain access on acceptable terms or at all. Restrictions arising from droughts, heat waves, rationing, competing industrial demand, environmental regulations, or changes in permitting standards could reduce or interrupt water availability, increase costs, or delay capacity readiness in one or more markets where we operate. Additionally, heightened scrutiny of water use, whether from regulators, utilities, customers, or other stakeholders, could lead to more stringent requirements or disclosure expectations, and any failure to meet those requirements or expectations could harm our business. For example, we may face opposition from local communities or regulators, and water sources may be subject to pollution, limits on usage or depletion. Any of the foregoing could materially and adversely affect our data center operations, growth plans, and financial results.

We rely on certain key third-party suppliers in connection with the development of our data centers.

Our construction and expansion of data centers require us to carefully select and rely on the experience of consultants, general contractors, module integrators and suppliers of long lead-time and prefabricated modules during the development process. If a consultant, contractor, module integrator or equipment supplier experiences financial or other problems or fails to adhere to our timetable and quality during the engineering, procurement, integration or construction process, we could experience significant delays and/or incur increased costs to complete the projects, even though general contractors might be subject to certain obligations under performance bonds. Sourcing qualified suppliers is challenging and we are subject to supplier concentration risks. Although we seek to work with multiple suppliers for key supplies and services to avoid single-supplier dependency, we still rely on a limited number of suppliers. In particular, data center development using prefabricated modules is specialized and there are a limited number of module integrators who have the required technical capability and expertise and are able to meet our requirements. If a supplier fails to deliver as expected, we may be unable to replace the supplier on commercially acceptable terms in a timely manner, or, given the foregoing limitations, at all. Furthermore, supplier concentration and supply shortages at a time of significant growth in our industry may give suppliers a degree of bargaining power, increasing our costs. We are also subject to the risk that our suppliers will prioritize their other customers over us, or provide their other customers with more favorable terms, including potentially our competitors.

Our success also depends on maintaining effective procurement and supply chain management, including sourcing long lead equipment needed for data center construction. Our ability to maintain strong supplier relationships in our procurement and supply chain and ensure timely project execution depends in part on effective management of our procurement and supply chain management system, which includes sourcing our long lead equipment by us and module integrators in coordination with us. Delays, errors, defects, or inefficiencies in, among others, prefabrication, integration, payment or delivery could disrupt project timelines, strain relationships with suppliers, or result in contractual breaches and financial penalties. If we fail to procure

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key supplies we need in a timely manner, we could experience delays, cost overruns or quality issues, any of which could materially and adversely affect our business, financial condition, results of operations and prospects. Although our contracts generally contain damages and indemnity provisions, such provisions may not be sufficient to cover all losses and liabilities which we might incur due to delays or late deliveries to customers.

Our reliance on prefabricated modules involves risks, including, among others, with respect to logistics, transportation, warehousing, assembly and defects as well as potential lack of availability.

A key factor in our success in delivering data centers with speed, at scale and competitive cost is our prefabricated modules supply chain that compresses construction timelines and brings capacity online ahead of traditional delivery cycles. We work with module integrators who assist in procuring long lead equipment on our behalf, work to ensure that multiple components come together and arrange for the transport and storage of prefabricated modules. While our use of modular engineering solutions provides a number of advantages, it also involves certain risks. Such risks include risks related to, among others, (i) logistics and transportation risks given that prefabricated modules are often large and fragile and could be damaged due to among others, mishandling by logistics providers and inclement weather, (ii) manufacturing defects and assembly issues, if such components cannot be assembled as we expect in accordance with our engineering solutions and (iii) warehousing and storage risks, including theft, vandalism, mishandling. We could encounter logistical problems in the cross-region shipping of prefabricated modules such as lack of available cargo space on desired dates, delays in clearing customs, imposition of unexpected inspections, import duties and tariffs or the imposition of new duties or tariffs or our prefabricated modules may otherwise not meet local regulatory requirements. In addition, in some markets, if we purchase a data center already under development with engineering solutions in place, or if our suppliers are unable to provide or increase their supply of modular prefabricated components to us matching the pace of our growth, we may be unable to take advantage of our components and we may need to reengineer or use other development methods with which we have less experience. Any of the foregoing could cause delays, quality issues and increase costs of our data center development and materially and adversely affect our business, financial condition, results of operations and prospects.

We are subject to risks associated with safety, engineering, construction, installation and commissioning defects which would impact data center development, handover and operations.

We engineer our data centers based on, among others, common customer requirements and our industry insight. We believe this provides us with a competitive advantage as this approach provides a common engineering framework that can be adapted for different densities and workloads, while maintaining consistent technical standards across regions. However, our engineering solutions could have defects. Our engineering solutions must evolve as industry standards and customer requirements change, particularly to accommodate higher power densities. Furthermore, a critical component of the success of our operations starts with our data center engineering and installation capabilities, which support high service levels once a data center becomes operational. Any deficiencies in our systems during the engineering, installation, construction, delivery, commissioning or operations process could materially impact safety, availability and reliability, which in turn could negatively affect, among others, our and our customers’ personnel, our ability to meet our service level commitments and customer perception of our services. There is also a risk that the various modules and components of our data centers may not integrate or function as intended within the overall engineering solution. If defects are discovered or engineering changes are required after deployment, this could result in additional repairs and increased costs to rectify issues.

Our engineering solutions and data center infrastructure may become obsolete or unmarketable and we may be unable to adapt to evolving technologies and customer demands.

We believe our in-house engineering capabilities are an important part of our value proposition to our customers. Rapid changes in compute architecture, including AI workloads, higher rack densities, and liquid cooling technologies, could require significant reengineering of infrastructure or additional capital investment.

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Customer requirements may change as new generations of hardware and system engineering solutions are introduced and our engineering solutions may not keep pace with the increasingly complex and specialized requirements of our customers. Our existing or planned facilities may not be suitable to accommodate future changes in standards without material modification, which could impact the marketability of our data centers, increase our costs and decrease the useful life of our data centers, adversely affecting our profitability.

We have engineered data center builds comprising several proprietary systems made to accommodate different operational requirements. These include our ONEShell, ONEPod and ONEFactory architectures, which have been engineered in order to enable consistent high-specification deployments across markets. These engineering solutions are relatively new and many of these data center builds have not been subject to actual deployments with our customers yet. We are subject to the risk that when operational, our in-house engineering solutions will not perform as expected in accordance with customer requirements.

In addition, evolving regulatory, environmental and sustainability requirements relating to energy usage, emissions, water consumption or heat management may impact the viability of our engineering solutions and as a result increase our development and operating costs or limit our ability to expand in certain jurisdictions. If we are unable to adapt to changing technological, commercial and regulatory conditions in a timely and cost-effective manner, our business, financial condition, results of operations and prospects could be materially adversely affected.

Our strategy of opening new markets for hyperscale data centers is subject to risks and our customers may choose to reallocate their deployments to other regions.

A part of our growth strategy is to apply the approach we took in SIJORI in new markets with the power, land and resources to support multiple gigawatt-scale deployments. Although we typically enter into new markets with an anchor customer, markets we enter into may fail to attract sufficient incremental customer demand to justify our invested capital. Customers select regions for deployment based on a number of factors depending on their requirements, and although we maintain ongoing dialogue with customers about their demand and requirements, ultimately customers may find other regions more attractive than those we have selected for expansion. Our customers may also have new regional demand and we may be unable to develop data centers to meet their demands in such markets. Furthermore, although we conduct due diligence to familiarize ourselves with new markets prior to entry, our due diligence findings may not reveal all of the material risks we will face in such markets. We may have difficulty navigating and managing local regulatory requirements and complexities and could face unexpected community, legal or political opposition after investing significant capital. In the future, if more jurisdictions or locations open up to hyperscale data center development and are able to provide the necessary requirements for the development and operation of hyperscale data centers, such locations may be more attractive to current and potential customers than our locations, which could reduce demand for our capacity or place pricing pressures on us, such as for example if such locations offer lower power costs.

We may experience supply chain or procurement disruptions, or increased supply chain costs.

The development of our data centers requires the timely delivery of prefabricated modules, equipment and materials. Our supply chain and development activities could be impacted by supply chain disruptions and trade barriers, including armed conflicts, political events, international trade disputes and tariffs, public health issues, supplier over-commitments, supplier failures and other business interruptions. Strong demand in the data center industry and from competing construction may contribute to greater supply chain constraints, higher procurement costs and other supply chain pressures that may affect our ability to deliver capacity in a timely manner or may materially increase our costs. The foregoing could impact our ability to meet delivery timelines to our customers. Changes in the timing or cost of procuring prefabricated modules, equipment and services used in our development, construction and delivery of data centers could have an adverse effect on our business and prospects. Furthermore, our supply chain could continue to be adversely impacted by the effects of the recent armed conflict and broader regional instability in the Middle East. Disruptions to air and sea transport, shipping

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routes, port operations and logistics networks in certain regions have occurred and may continue, recur or worsen, any of which could negatively impact our supply chain. Although we proactively make contingency plans and aim to minimize any disruptions, we cannot assure you that these geopolitical events and future events will not adversely affect our supply chain and our costs or that our contingency plans will be effective.

Increased power costs may adversely affect our growth prospects.

Power costs at our data centers are primarily charged on a pass-through basis to customers based on their actual consumption. As a result, increases in power costs, either as we enter or after we enter into a new market, could make our solutions less attractive for customers’ future capacity commitments or renewals. We typically agree to purchase a minimum amount of power in our power purchase agreements with utilities. Although we have historically generally been able to pass through power costs to customers, if our customers at a data center campus fail to consume enough power to meet our minimum power commitments, we would be required to make up the shortfall, which could increase our expenses and materially and adversely affect our results of operations and financial condition.

The power requirements of our customers may increase as their compute demands increase, including high-density server configurations and workload profiles that require significant and highly concentrated power consumption. These technologies may result in higher average and peak power usage per rack, and more variable load characteristics, which in turn may increase the demand placed on our electrical and cooling infrastructure, as well as power authority grid infrastructure. If we are unable to provision for, or scale power and cooling capacity in line with, these evolving requirements, and meet power authority grid standards, our ability to meet customer requirements for further deployments may be affected, materially and adversely affecting our growth prospects.

Our customer contracts contain provisions requiring us to reserve capacity and in certain cases, on pre-agreed pricing terms, which could adversely impact our future growth.

Under certain of our customer contracts, in addition to the contracted capacity, we agree to reserve additional capacity for the customer for a specified period and typically with no additional reservation fees payable to us. As of September 20, 2026, we had Reservations of 1.1GW from our customers. The pricing terms with respect to the reserved capacity vary. In some cases, the pricing terms for the reserved capacity remain to be agreed while in others they are priced with reference to the data center services fees payable for the existing contracted capacity, subject to applicable escalators. While we reserve capacity for our customers for commercial reasons and do so in expectation of expanded customer deployments at our data centers, there can be no assurance that customers will ultimately exercise their contractual rights for such reserved capacity. Furthermore, while capacity is reserved for a customer, and in certain cases, reserved at specified pricing, we may not be able to take advantage of more attractive terms offered by other potential customers for the space and may lose potential commercial opportunities. Additionally, the reserved capacity could negatively impact our strategy of diversifying our customer base since we have reserved capacity for existing customers. The foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.

Our success depends significantly upon our ability to establish and maintain our reputation.

Our ability to deliver projects to customers on time and within budget and to offer high-quality services is dependent on a number of factors. These include, among others, our ability to procure customer contracts, financing, powered land, and long lead equipment for data center construction which in turn is dependent on our relationships and trust from and credibility with various stakeholders, including investors, banks, governmental agencies, local communities, utilities, suppliers and customers. Our reputation could suffer harm due to many factors, including but not limited to complaints or negative publicity, delays or quality control issues, actions by employees or third parties we work with, such as contractors, construction companies, suppliers, sub-contractors as well as third parties we engage to assist with local government relations, community or government actions, health and safety issues, outages or downtime at our data centers. Public allegations, political commentary, or media narratives regarding our background, ownership structure, or perceived affiliations, regardless of their

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accuracy, could trigger public opposition, government inquiries, enhanced regulatory scrutiny, delays in approvals and project execution or otherwise harm our reputation. Any damage to our reputation or relationship with any stakeholder could impact how we are regarded by other stakeholders and ultimately with our customers and their willingness to do business with us. Such reputational challenges may be amplified in politically sensitive environments or during periods of heightened geopolitical tensions and we may be unable to effectively address or mitigate adverse public perception or stakeholder concerns. The foregoing could materially and adversely impact our business, financial condition, results of operations, and prospects.

Our Powered Land Pipeline is non-binding and subject to the entry into definitive contracts.

In this prospectus we have included information related to our Powered Land Pipeline, which represents non-binding indications of powered land supply. This includes approximately 1.3GW of Powered Land Pipeline. As our Powered Land Pipeline is non-binding and subject to the entry into definitive contracts, our counterparties may choose not to enter into binding definitive agreements with us at their discretion, including for reasons outside of our control. As a result, no assurance can be made that we will ultimately enter into binding definitive agreements, which could impact our prospects.

Risks Related to Our Customers and Customer Contracts

Our business and growth prospects significantly depend on a limited number of global hyperscale customers and we may not succeed in diversifying our customer base.

We are engaged in the planning, engineering, development and operation of hyperscale data centers for a select group of global hyperscale customers. In 2025 and the six months ended June 30, 2026, our largest customer, a global technology company with a leading short-form video platform serving a worldwide audience, accounted for 69.4% and 69.2%, respectively, of our revenue and our second largest customer represented 12.3% and 15.1%, respectively, of our revenue. Accordingly, our business has been and we expect will continue to be highly dependent on our relationships with our customers and we expect such customers to continue to account for a large percentage of our revenues and capacity. There are a limited number of global hyperscalers, meaning that the substantial majority of the services we provide are generally only marketable to a limited pool of potential customers. Our growth strategy is in large part driven by our relationships with our customers and our understanding of their requirements and future demand. Given the limited pool of global hyperscalers, if any major customer reduces demand for our services, we may have difficulty in replacing that demand with another customer. If any hyperscale customer declares bankruptcy, reduces its business with us or demand for our services, or does not fulfill its contractual obligations with us, our business, financial condition, results of operations and prospects could be materially and adversely affected. Furthermore, even if not contractually permissible, for business reasons a customer may request amendments to our contracts which may be adverse to us, including on pricing or other terms or changes in requirements after development has commenced. Our reliance on any individual customer for a significant portion of our business may give that customer a degree of pricing leverage and bargaining power against us when negotiating terms of services with us or if we seek to enforce our contractual rights against such customer.

As we expand, a key part of our growth strategy is to continue developing relationships with existing and new strategic customers to broaden and diversify our customer base over time and reduce customer concentration risks. This strategy will require us to strengthen our relationships with certain existing customers and win business from new customers. However, our ability to establish, maintain and strengthen relationships with customers is subject to risks as we face additional pressure to meet the diverse requirements of a larger customer base and establish an operating track record and working relationship with new or recent customers. Establishing, maintaining and strengthening relationships may also require us to enter into agreements with less favorable terms, such as more stringent SLAs or increased penalties. In addition, if we fail to deliver to the satisfaction of existing customers, our reputation in the industry could suffer harm, which could harm our ability to grow with other customers.

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Our customer base may decline if our customers or potential customers develop or expand their own data centers in our markets.

Some of our major customers develop and operate their own data centers in addition to outsourcing data center operations to third parties such as ourselves. There can be no assurance that such customers will not change their strategies in the future and keep more of their data center development and operation in-house. Customers who currently outsource their data center operations may also choose to start developing or purchasing their own data centers. If our customers believe that the services offered by us are less cost-competitive and operationally advantageous as compared with services which could be performed in-house by our customers, we may lose business from existing customers and fail to attract new customers, which could materially and adversely affect our growth prospects.

Our customer contracts and commitments are subject to potential termination under certain circumstances.

All of our customer contracts allow for early termination with the payment of specified costs and penalties, which after a certain number of years would usually be less than the revenues we would expect to receive under such contracts had they been fulfilled to term. Any penalty for early termination may not adequately compensate us for the time and resources we have expended in connection with such contract, or at all. Our contracts also may be terminated for force majeure for extended periods of time without penalty or in case of material defaults or failures including delay of delivery and certain SLA related breaches, subject to certain cure periods. Customers could also seek to renegotiate to reduce their commitments and apply pressure on us to accept such terms for commercial reasons. Due to the importance of each of our customer contracts and commitments to our business, if our customer contracts or commitments are terminated or significantly reduced, our business, financial condition, results of operations and prospects would be materially and adversely affected.

We could be adversely affected if any customer fails to meet its contractual obligations with us.

Our business depends on our relationships with a limited pool of hyperscale customers and our operations in a limited number of hyperscale data centers. As a result, any failure by a customer to perform its obligations under its contracts could have a material adverse impact on us. For example, customer contracts could be terminated in violation of the contract for failure to pay or failure to maintain compliance with applicable laws, among others, and enforcing our rights may take time, involve significant costs and we may not recover amounts we are owed in full or at all. Furthermore, we could have contractual disputes with customers, including over, among others, whether SLAs have been met or the amount of power consumed by the customer to be reimbursed to us. Our contractual counterparties are typically local affiliates of our customers, which may lack the financial resources and level of creditworthiness of such entities’ parent companies. In particular, we have entered into separate agreements for individual data center projects with different affiliates of our largest customer, adding complexity to our arrangements. Although in certain cases we benefit from performance guarantees from other affiliates, our customers’ contractual obligations are subject to fulfillment by the relevant local affiliate and if such local affiliate fails to perform its obligations, we may have limited or no recourse against our customers’ broader organization or parent (other than the affiliate providing the guarantee, if any). In addition, the decision to commence legal proceedings against a customer could adversely affect our reputation and other relationships we have, including those with other customers or affiliates who are part of the customer’s broader organization.

Additionally, as of December 31, 2024 and 2025 and June 30, 2026, our accounts receivable amounted to US$55.1 million, US$136.7 million and US$220.8 million, respectively. The amount and turnover days of our accounts receivable may increase in the future, which will make it more challenging for us to manage our working capital effectively. As a result, if a customer fails to perform its obligations under our customer contracts, or if we fail to manage effectively or collect our accounts receivable, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Any non-renewal of customer contracts could adversely impact us.

We expect that we will seek to renew each of our customer contracts when those contracts are due for renewal in the future. Nevertheless, we cannot assure you that we will be able to renew such contracts with our

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existing customers or re-commit space relating to expired service contracts to new customers if our current customers do not renew their contracts. In the event of a customer’s termination or non-renewal of expired contracts, we may be unable to enter into services contracts so that new or other existing customers utilize the expired existing space in a timely manner or at all. Even if a new customer utilizes the space, we may need to customize the space for the new occupant. The terms of renewals or replacement agreements including pricing terms may not be as favorable as those during the initial or prior term or for the prior customer. Additionally, given that we operate in a market characterized by a limited pool of hyperscale customers and that we derive the majority of our revenue from a limited number of hyperscale data centers, each contract that we secure is important to our overall business performance. The foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.

Risks Related to Our Data Center Operations

Any significant or prolonged failure in the data center facilities we operate or services we provide may adversely affect us.

Our data centers are subject to risks of failure. Any significant or prolonged failure in any of our data center facilities or services that we provide, including a breakdown in critical plant, equipment or services, such as the cooling equipment, generators, backup batteries, routers, switches, or other equipment, power supplies, or network connectivity, whether or not within our control, could result in service interruptions and data losses for our customers as well as equipment damage. Our operations depend on critical systems such as building automation and management systems, premises security systems, and an integrated customer portal. Any disruption, malfunction, cybersecurity incident, or failure to properly maintain or upgrade these systems could adversely impact our operations or service delivery. While we implement monitoring, maintenance, redundancy, and cybersecurity measures, such controls may not prevent all potential disruptions. These could significantly disrupt the normal business operations of our customers and harm our reputation and reduce our revenue. Although we maintain standby generators in case of power grid outages, the transition from grid power to generator and back to grid power is subject to risks, including among others, backup generators failing to start automatically, resulting in downtime. The total destruction or severe impairment of any of our data center facilities could result in significant downtime of our services and catastrophic loss of customer data. Since our ability to attract and retain customers depends on our ability to provide highly reliable service, even minor interruptions in our service could harm our reputation and customer relationships and cause us to incur financial penalties. The services we provide are subject to failures or interruptions resulting from numerous factors, including:

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These interruptions in service, regardless of whether they result in breaches of the SLAs we have with customers, may negatively affect our customer relationships, including resulting in customers terminating their agreements with us (including under clauses such as force majeure for an extended period) or seeking damages from us or other compensatory actions, including through commercial pressure. Although our customer contracts typically attempt to exclude consequential damages, provide service credits in lieu of damages for service disruptions, and limit our liability for breach of the agreement including failing to meet our SLAs, there can be no assurance that a court or arbitral tribunal would enforce any contractual limitations on our liability in the event that one of our customers brings a lawsuit against us as the result of a service interruption that they may ascribe to us. Although we maintain certain insurance coverage, including, among others, general liability insurance, and we periodically consider additional insurance coverage, our insurance coverage may not cover potential liabilities and, even if a potential liability is covered, the coverage may be inadequate. As a result, such damage awards could seriously impair our financial condition and results of operations. Interruptions in service may also have consequences for customers including regulatory consequences, which could ultimately negatively impact us and bring more scrutiny onto our business. We cannot assure you that interruptions in service will not occur in the future, and that if they occur, such incidents will not result in the loss of customers and revenue, our paying compensation or providing service credits to customers, reputational damage to us, penalties or fines against us, any of which could materially and adversely affect our business, financial condition, results of operations and prospects.

If we are unable to meet the requirements of our service level agreements, our reputation and results of operations could suffer.

Our customer contracts provide that we maintain SLAs in our contracts with customers. SLA breaches could cause us to be contractually obligated to pay the affected customer a financial penalty or provide service credits which offset the fees we are paid, which varies by contract, and the customer may in some cases be able to terminate its contract with us. For example, pursuant to our customer contracts, we provide our customers with a committed level of power supply availability, and in some cases, the customer may be able to terminate its contract with no financial penalties if power availability falls below the committed minimum level for a continuous specified period. Industry trends, particularly among hyperscale customers, have driven increasing expectations for more stringent SLAs, which in some cases may provide for SLAs which exceed our data center engineering solutions. Although we have not had to pay any material financial penalties or provide a material amount of service credits for failing to meet our operational SLAs in the past, there is no assurance that we will be able to meet all of our SLAs in the future and that no material financial penalties or service credits may be imposed.

The growth in size and the geographic scale of our data center portfolio increases operational complexity, which could adversely affect uptime, customer satisfaction, and our financial performance. A number of our data centers are located in new markets which have a limited pool of data center technicians or other personnel needed on-site to ensure smooth operations. As a result, recruiting, training and retaining a sufficient number of data center technicians and other personnel to oversee our ongoing operations is important in meeting our SLAs and there can be no assurance that we will continue to be successful in recruiting, training and retaining such technicians or other personnel.

Any of these events could materially increase our expenses or reduce our revenue, which would have a material adverse effect on our results of operations. A failure to meet our commitments could also result in substantial customer dissatisfaction or loss, harming our customer relationships and prospects.

The majority of our in-service capacity and Bookings are concentrated at two data center campuses located in the same market.

As of September 20, 2026, our NTP and KTP campuses in Johor, Malaysia represented 47.8% and 34.3%, respectively, of our Capacity In Service, and 28.8% and 32.5%, respectively, of our Bookings. This data center campus concentration subjects us to risks that adverse effects affecting either campus could have a significant

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impact on our business as a whole. Although the two campuses are separate and have separate connectivity and grid power, given that they are both located in Johor, regulatory changes, community action or opposition, political factors, inclement weather, force majeure or other adverse events in the area could adversely impact both of these campuses, and have a material adverse effect on our business, financial condition, results of operations and prospects.

We may be vulnerable to cybersecurity failures, data security breaches, security breaches of our data centers and related operational risks.

We face ongoing risk of threats to our IT systems, including with respect to cybersecurity and data security. We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by failures or breaches in cybersecurity or data security. As techniques used to breach security change frequently and are often not recognized until launched against a target, we may not be able to implement new security measures in a timely manner or, if and when implemented, we may not be certain whether these measures could be circumvented. If our IT systems experience cybersecurity failures or data security breaches we could be exposed to increased risk of lawsuits, regulatory investigations and penalties, negative publicity, loss of existing or potential customers, harm to our reputation and increases in our security costs, which could have a material adverse effect on our business, financial condition and results of operations.

Although we do not believe we are responsible for data stored by our customers on their servers and cybersecurity for customer IT systems is not part of our contractual obligations to our customers, we are obligated to provide security for our customers’ physical assets and equipment at our data centers, and any compromise of the security we provide for such assets and equipment could negatively impact us. A security breach of our data center facilities could result in the misappropriation of our or our customers’ proprietary information, and may cause interruptions or malfunctions in our operations or the operations of our customers.

Risks and deficiencies in cybersecurity and data security of our IT systems and/or security of our data center facilities may also be identified in the course of government inspections, which could subject us to fines and other sanctions. We cannot assure you that fines and sanctions will not be imposed on us in the future, or that such fines and sanctions will not result in damage to our business and reputation, which could have a material and adverse effect on our results of operations.

In addition, any assertions of alleged breaches in cybersecurity, data security, IT systems or physical security failures made against us, whether true or not, could harm our reputation, cause us to incur substantial legal fees and have a material adverse effect on our reputation.

Our data center construction and operation activities are subject to environmental, health and safety risks and hazards.

Construction, expansion and operation of our data centers involve environmental, health and safety risks normally associated with construction activities, including complying with ethical labor requirements, injury to persons or fatalities and property and equipment damage, as well as risks arising from compliance with environmental, health and safety laws, permitting requirements, emissions standards, waste management regulations, water usage limitations, and energy efficiency or sustainability standards. Failure by us or our contractors to uphold standards could endanger the health and safety of workers and contractors on-site and expose us to significant financial penalties, legal liabilities, and reputational harm. There have been several incidents at our construction sites involving worker fatalities among employees of third-party contractors, all of which have been reported to the relevant government authorities as required under applicable law. As a result of such incidents, we have been reviewing the procedures, standards and culture of our third-party contractors with the aim of improving safety at our projects. However, such incidents highlight the risks of injury or death associated with data center construction activities and we cannot assure you that these incidents or similar incidents will not lead to adverse financial, legal or reputational consequences. Unsafe work conditions or failure

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to meet applicable environmental standards also have the potential of increasing employee turnover, project costs and operating costs. If we fail to implement appropriate safety and environmental procedures and applicable labor and ethical employment standards, including those applicable to contractors and their subcontractors, or if our procedures fail, our employees or others may suffer injuries or loss of life, the completion of a project could be delayed and we could experience investigations or litigation. The safety function we rely on to implement effective health, safety and environmental procedures throughout our company may be ineffective, and the failure to comply with such procedures, deliver to customers in accordance with our contracts or comply with applicable regulations could subject us to losses and liability, including fines, penalties, remediation costs, the issuance of stop-work orders from authorities and harm to our reputation, which could impact our ability to obtain new commitments and renewals from customers. Any of the foregoing could have a material and adverse effect on our business, financial condition, results of operations and prospects.

We face risks related to natural disasters, health epidemics and other outbreaks.

We operate internationally and have data centers in regions that have experienced natural disasters in the past, including earthquakes, typhoons and flooding. Our business could be materially and adversely affected by natural disasters, typhoons, fires or floods, snowstorms, the outbreak of a widespread health epidemic or pandemic, such as swine flu, dengue fever, avian influenza, severe acute respiratory syndrome, or SARS, Ebola, Zika, COVID-19, or other events, such as wars, acts of terrorism, civil unrest (including riots, strikes, or violent protests), environmental accidents, power shortages or communication interruptions. If any of our employees are suspected of having contracted any contagious disease, we may under certain circumstances be required to quarantine such employees and the affected areas of our premises or receive governmental stop-work orders. Therefore, we may have to temporarily suspend part of or all of our operations. Furthermore, any future outbreak may restrict economic activities in affected regions, resulting in temporary closure of our offices or facilities or preventing us and our customers from traveling. The foregoing could severely disrupt our business operations and materially and adversely affect our business, financial condition, results of operations and prospects.

The occurrence of a catastrophic event or a prolonged disruption may exceed our insurance coverage by significant amounts.

Our operations are subject to hazards and risks normally associated with the daily operations of our data center facilities. Currently, we maintain insurance policies in six main categories: construction all risks, property all risks, business interruption for lost profits, public liability, cyber insurance and commercial employee insurance. Our construction all risks insurance generally provides coverage for physical loss or damage to works during the construction period. Our property all risks insurance generally covers physical loss or damage to insured assets, including buildings, plant and equipment. Our business interruption insurance for lost profits includes coverage for business interruptions. Our public liability insurance includes coverage for third-party bodily injury and property damage arising from our operations. Our cyber insurance provides cover for losses arising from specified cyber incidents, including data breaches and network security events. Our commercial employee insurance includes employee group insurance and senior management medical insurance. All of our insurance policies are subject to deductibles, limitations and exclusions.

Although we believe our insurance coverage is customary for data center operations in our regions, covering the risks of our daily business operations, our current insurance policies may be insufficient in the event of a prolonged or catastrophic event. The occurrence of any such event that is not entirely covered by our insurance policies may result in interruption of our operations and subject us to significant losses or liabilities and damage our reputation. In addition, any losses or liabilities that are not covered by our current insurance policies may have a material adverse effect on our business, financial condition, results of operations and prospects.

We rely on third parties for certain aspects of our ongoing data center operations.

We engage third parties to carry out various services relating to our data center facilities, including equipment manufacturers and security services providers. Although we maintain an in-house operations team,

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some specialized equipment maintenance, repairs and firmware or software updates may require vendor involvement or the use of proprietary tools. To reduce reliance on external parties and mitigate associated operational risk, we are building a maintenance and critical response team. However, we cannot assure you that our internal teams will be as effective in addressing repairs and ongoing maintenance as third parties have been in addressing repairs and conducting maintenance for us. In addition, even if we are successful in building out our in-house capabilities, we expect to remain reliant on third parties. If such manufacturers or third parties to whom they outsource maintenance and repairs fail to maintain or repair equipment on schedule, we could suffer breakdowns or outages, impacting the operations of our data centers. We also engage other third parties from time to time. Third-party vendors may fail to provide satisfactory services including security services at the level of quality required by us, which could have negative consequences, including inappropriate access to our facilities. The foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.

We rely on third-party suppliers for key elements of our network equipment and software.

We contract with third parties for the supply of hardware and certain software that we use in the provision of our services to our customers. The loss of a significant supplier could delay expansion of the data center facilities that we operate, impact our ability to provide our services and increase our costs. If we are unable to purchase the hardware, or obtain or maintain a license for the software that our services depend on, or if the license for such software is terminated, our business could be significantly and adversely affected. In addition, if our suppliers are unable to provide products that meet evolving industry standards or that are unable to effectively interoperate with other products or services that we use, then we may be unable to meet all or a portion of our customer service commitments, which could materially and adversely affect our business, financial condition, results of operations and prospects. These risks, combined with ineffective procurement management, could result in delays, cost overruns, quality issues, or non-compliance, any of which could materially and adversely affect our business, financial condition, and results of operations.

We lease certain land and/or buildings where certain of our data centers are located and we may not be able to renew existing leases and agreements on commercially acceptable terms.

Although we hold most of our data centers on land where we have freehold interests, some of our data center operations are located on land or in buildings for which we have entered into long-term leases. Upon the expiration of such leases, we may not be able to renew these leases on commercially reasonable terms, if at all. Under certain lease agreements, the lessor may terminate the agreement by giving prior notice and paying default penalties to us. However, such default penalties may not be sufficient to cover our losses. Leases may nonetheless be terminated early if we are in material breach of the lease agreements. If leases for any of our data centers were terminated early prior to their expiration date, notwithstanding any compensation we may receive for early termination of such leases, or if we are not able to renew such leases on acceptable terms, we may have to incur significant costs related to relocation or costly renewals.

Risks Related to Our Liquidity, Profitability and Financial Condition

We have incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability.

We incurred net losses of US$57.6 million and US$367.1 million in 2024 and 2025, respectively. We have relied on debt and equity capital raises to fund the majority of our operations to date. We expect our costs and expenses to increase as we expand our operations. Our ability to achieve and maintain profitability depends on, among others, the continued growth and maintenance of our customer base, increased demand, our ability to control our costs and expenses, including among others, the costs of servicing our indebtedness, the expansion of our Capacity In Service and our ability to provide our services at the level needed to satisfy the stringent demands of our customers. In addition, our ability to achieve profitability is affected by many factors which are

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beyond our control, such as the overall demand for data center services and general economic and geopolitical conditions. As a result, we cannot assure you that we will achieve profitability to the extent we anticipate or at all, which could materially and adversely affect our business, financial condition, results of operations and prospects.

Our operating results may fluctuate from period to period.

Our results of operations are significantly affected by our Billings and our ability to convert Backlog into Billings. Due to our rapid growth and the significant amount of Backlog compared to our Capacity In Service, our results of operations in a given period will be significantly impacted by our ability to bring new data center capacity into service and a commensurate increase in Billings. Given that we may bring different amounts of capacity into service in different periods, our period over period growth, if any, may be unstable and our results or growth rate in any period may not be comparable to other periods. Investors are therefore advised not to place undue reliance on our results for any given period as an indication of future results.

Our substantial level of indebtedness could adversely affect our ability to raise additional capital and expose us to interest rate risk with respect to our floating rate debt.

We have substantial indebtedness. As of June 30, 2026, we had total outstanding debt, which reflects our total borrowings and finance leases, of US$4.9 billion. Our high level of indebtedness could, among other consequences:

As a result of covenants and restrictions, we are limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. Our current or future borrowings could increase the level of financial risk to us and, to the extent that the interest rates are not fixed and rise, or that borrowings are refinanced at higher rates, our available cash flow and results of operations could be adversely affected. As of June 30, 2026, substantially all of our long-term indebtedness bore interest at floating rates. These floating rates are determined by reference to a variety of benchmark rates, depending on the currency and jurisdiction of the underlying debt. In 2025, we entered into interest rate swap agreements to hedge the variability in cash flows related to our long-term borrowings with floating interest rates. As of June 30, 2026, the notional amount of these interest rate swap agreements represented 21.0% of our total long-term borrowings balance with floating interest rates.

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We have financing arrangements in place with various lenders to support the construction and development of data center projects and general corporate purposes. Certain of these financing arrangements are secured by equity interests in the relevant borrowing subsidiaries and their assets, such as bank accounts, property and equipment. We have provided guarantees for some of these financing arrangements. The terms of these financing arrangements impose covenants and obligations on the part of both the borrowing subsidiary of ours and us as guarantor. See “Risk Factors—Our indebtedness has included and may include financial or other covenants that expose us to risks.” The terms of any future indebtedness we may incur could include more restrictive covenants. A breach of any of these covenants, or the likelihood of such a breach occurring, and our inability to obtain a waiver of these covenants, could result in a default with respect to the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other amounts, to be due and payable immediately. This, in turn, could cause our other debt, to become due and payable as a result of cross-default or acceleration provisions contained in the agreements governing such other debt. In the event that some or all of our debt is accelerated and becomes immediately due and payable, we may not have the funds to repay or the ability to refinance such debt.

Furthermore, we expect that we will need to refinance significant portions of our indebtedness as such indebtedness matures and becomes due. Any downturn in our prospects could harm our ability to refinance such indebtedness or raise sufficient capital to repay indebtedness we are unable to refinance. In addition, any refinancing of our indebtedness may expose us to interest rate risks which we might not be able to hedge against. The foregoing could cause us to default on our repayment obligations.

Our indebtedness has included and may include financial or other covenants that expose us to risks.

We have financing arrangements in place with various lenders to support the construction and development of data center projects and general corporate purposes. Certain of these financing arrangements are secured by share pledges over equity interests of the relevant borrowing subsidiaries and security over certain of our assets, such as bank accounts, property and equipment. We have provided guarantees for some of these financing arrangements. The terms of these financing arrangements impose covenants and obligations on the part of our borrowing subsidiaries and us as guarantor. For example, some of these agreements contain financial covenants with respect to certain financial ratios, such as interest coverage ratio, debt service coverage ratio, security margin ratio, gross leverage ratio and tangible net worth, during the relevant period, as defined in the agreements. We are subject to the risk that we may not be able to meet any covenant tests under our financing arrangements, which would make the relevant loan facility payable immediately or on an accelerated repayment schedule should we be unable to obtain a waiver. In addition, the majority of our loan facility agreements provide that upon the occurrence of a change of control, we may be required to, in certain cases subject to a review period, repay any outstanding loans under the relevant loan facility immediately or on an accelerated repayment schedule. Such prepayment may be subject to break costs, prepayment fees or other fees. A change of control includes, among other things, any person or group of persons acting in concert gaining the power to cast, or control the casting of, more than 35% of the maximum number of votes that might be cast at a general meeting of the Company.

In certain cases we may make significant capital investments prior to entering into customer contracts, and we may ultimately be unable to realize the value of such investments.

The development of hyperscale data centers requires a significant amount of capital investment. Based on our assessment of customer demand and where we believe entry into a customer contract is highly probable, where we believe beneficial to us for business reasons, we make certain capital outlays prior to entering into binding documentation. We may purchase or lease land or buildings, enter into arrangements to secure power and other resources, engage contractors and suppliers and commence the development of a data center and infrastructure, while contract negotiations and due diligence by the customer are still ongoing. A customer’s assessment of a particular site or our proposed solutions may differ from our own and such customer may ultimately choose not to enter into a binding commitment, even after we have invested significant capital. We

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may be unable to secure alternative customers and even if we are able to, the contractual terms may not be as favorable and requirements may differ, causing reengineerings and delays. If we are unable to market to an alternative customer, we may ultimately try to resell, sublease or terminate contracts with respect to the relevant real property and we may be unable to recover the value of our investments and incur additional costs. The foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our business requires us to make significant up-front investment prior to recognizing revenues.

Before we commence development of a new hyperscale data center, we typically take certain steps including assessing the viability of a particular jurisdiction for expansion by engaging with local regulators and utilities, conducting due diligence on access to power, water and land rights, and engaging third-party counsel or consultants to assist us with our diligence and other steps. We then make significant capital investments in order to purchase land or enter into property leases and construct our data centers and certain related infrastructure. We only begin charging our customers after the site is ready for installation and in a number of contracts, after a certain move-in period. As a result, there is a gap between the time from our initial investment to the time we start recognizing revenue which subjects us to a number of risks, including with respect to our liquidity cycle and business risks in the event we face delays or fail to deliver on time or at all.

Fluctuations in foreign currency exchange rates may adversely affect our operational and financial results, which we report in U.S. dollars.

We report our consolidated results in U.S. dollars and the majority of our customer contracts are priced on a U.S. dollar basis, either denominated in U.S. dollars or set by reference to a U.S. dollar-equivalent amount. Although the substantial majority of our supply of major components for data center construction are denominated in U.S. dollars, a substantial portion of our costs are incurred in relevant local currencies where we operate, including Malaysian Ringgit, Singapore dollars, Indonesian Rupiah, Thai Baht, Euro, Japanese Yen and Hong Kong dollars. In addition, we have indebtedness denominated in a variety of currencies including U.S. dollars, Malaysian Ringgit, Euro, Hong Kong dollar, Indonesian Rupiah, Singapore dollar and Thai baht. We incurred net foreign exchange losses of US$6.3 million in 2024, and although we recorded net foreign exchange gains in 2025, we may incur losses again in the future. We have not entered into currency hedging contracts to reduce the exposure to this risk. Even if we choose to do so in the future, we cannot assure you that we will be able to do so on commercially reasonable terms or at all or that any such agreements we enter into will protect us fully against these risks. As we continue to expand into new jurisdictions, we may enter into contracts that are not priced on a U.S. dollar basis and as a result, our results of operations could be impacted by fluctuations between relevant currencies and the U.S. dollar. As a result, future fluctuations in the value of the U.S. dollar and other currencies against foreign currencies could materially and adversely affect our business, financial condition, results of operations and prospects.

If we fail to implement and maintain an effective system of internal controls to remediate our material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of the ADSs may be materially and adversely affected.

Prior to this offering, we have been a private company with limited accounting and financial reporting personnel and other resources with which we address our internal control over financial reporting. In connection with the audits of our consolidated financial statements as of December 31, 2024 and 2025 and for the years then ended, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board (“PCAOB”), a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

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The material weaknesses identified are (i) a material weakness in the design and implementation of internal controls over our financial reporting process resulting from personnel responsible for financial reporting possessing an insufficient level of U.S. GAAP accounting skills, SEC reporting knowledge, and experience and training in internal controls over financial reporting; and (ii) a material weakness related to the design and implementation of general information technology controls that support our automated controls, IT-dependent manual controls, and controls relying on information from IT systems relevant to the financial reporting process. We are in the process of implementing a number of measures to address the material weaknesses. However, we cannot assure you that these measures will fully address the material weaknesses in our internal control over financial reporting or that we will conclude that they have been fully remediated. We have not undertaken a comprehensive assessment of our internal controls for purposes of identifying and reporting material weaknesses and other deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting, additional deficiencies may have been identified.

Upon completion of this offering, we will be subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report on Form 20-F after becoming a public company. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal controls procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

We historically relied on and engaged in transactions with related parties, and as a stand-alone public company, we may incur additional costs and encounter new difficulties, as we continue to develop our own systems and operations.

At inception, our Company was a consolidated subsidiary of GDS Holdings Limited (“GDS”), a Nasdaq and Hong Kong Stock Exchange dual-listed developer and operator of data centers in China. Our Company was deconsolidated from GDS with effect from December 31, 2024 and GDS now holds 19.4% of our shares.

When we were a consolidated subsidiary of GDS, we engaged in various intra-group transactions with GDS and its affiliates to support our growth. Most of those have been terminated. As a result of such terminations, we have had to establish our own financial and other support systems or contract with third parties to replace

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relevant support services. As we continue to develop our own systems and operations, we may incur additional costs and encounter new operational, administrative and strategic difficulties. Our historical results of operations and financial condition from periods where we received such support may not be indicative of our future results of operations and financial condition without such support and as a stand-alone public company.

In addition, GDS’s support for our growth, which included, among others, customer referrals and certain undertakings and guarantees, assisted us in growing our business in the past. Although we have significantly grown our Bookings by entering into contracts without referrals or guarantees from GDS, there can be no assurance that customers will continue to expand or maintain their business with us to the same extent or on similarly favorable terms as when we received support from GDS. See “Related Party Transactions” for further details about our transactions with GDS.

Moreover, we have a limited operating history and an even shorter operating history since our deconsolidation from GDS. There can be no assurance that we will continue to successfully grow our business in the future without the support historically provided by GDS and its affiliates. As a previously consolidated subsidiary of GDS, our reputation and the public perception of our business could still be linked to some extent with GDS and its affiliates. In addition, one of our directors is the chairman and chief executive officer of GDS, and a number of our directors, executive officers and employees were formerly directors, executive officers or employees of GDS, and certain employees of our suppliers were previously employed by GDS. As such, public perception of our business may be associated with GDS, even as we operate independently of GDS, and the perception of, or actual, conflicts of interest could arise. Any event or publicity that adversely affects the business or reputation, including litigation, regulatory or other matters, of GDS or any of its affiliates, could also have an adverse impact on our brand and reputation, even if such event or publicity is not associated with our business.

GDS currently primarily operates in China and we have not entered into any non-compete arrangements with GDS that would remain effective after this offering. GDS may expand internationally and compete with us in the future out of its own business plans and strategic goals.

If we are unable to successfully operate as a stand-alone public company, our operations could be disrupted, our costs could increase and management’s attention could be diverted from our business, which could materially and adversely affect our business, financial condition, results of operations and prospects.

We have granted and may continue to grant share options and other forms of share-based incentive awards in the future, which may result in a substantial amount of share-based compensation expenses, a significant impact on our results of operations and dilution to your shareholding.

We have adopted share incentive plans for the purpose of granting share-based compensation awards to our employees and management team members to incentivize their performance and align their interests with ours. For further detailed information, please refer to “Management—Share Incentive Plans.” The maximum aggregate number of ordinary shares that may be issued under the Employee Share Option Plan 2025 (the “2025 ESOP”), 2024 Management Equity Plan (the “2024 MEP”), 2025 New Management Equity Plan (the “2025 MEP”) and the Series C Management Equity Plan (the “Series C MEP”) is 12,646,286, 21,330,000, 10,285,714 and 17,785,714, respectively, in each case subject to further adjustment. As of the date of this prospectus, options to purchase a total of 11,026,053 ordinary shares have been granted under the 2025 ESOP and a total of 20,894,500, 10,153,100 and 17,785,714 ordinary shares subject to awards have been granted under the 2024 MEP, the 2025 MEP and the Series C MEP, respectively, in each case excluding options or awards that were forfeited or canceled after the relevant grant dates. In addition, following the completion of this offering, we intend to adopt a new equity incentive plan, subject to approval by our board of directors and compliance with applicable law, in order to help us attract, retain and motivate highly qualified personnel and to align their interests with those of our shareholders, promoting the long-term success of our business. In 2025, we recorded US$341.8 million in share-based compensation expenses. The share-based compensation was primarily the result of the in-the-money options that were fully vested at the grant date. We believe the granting of share-based compensation is of

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significant importance to our ability to attract and retain key personnel and employees. We plan to continue to grant share-based compensation to employees in the future, and we expect to recognize increased share-based compensation expense arising therefrom, including expenses arising from options that were granted after June 30, 2026. As a result, our expenses associated with share-based compensation would continue and increase, which may have an adverse effect on our results of operations and as we issue new shares upon the exercise of options or other types of awards, including in connection with any new equity incentive plan we might adopt in the future, your shareholding in our Company would experience dilution.

Risks Generally Applicable to Our Business

Our success depends to a substantial degree upon our senior management and key personnel.

We depend to a significant degree on the continuous service of our chief executive officer, our experienced senior management team and other key personnel who possess, among other things, critical institutional knowledge, technical expertise, and execution capabilities. If one or more members of our senior management team or key personnel resigns, it could disrupt our business operations and create uncertainty as we search for and integrate a replacement. Our structured talent development programs, succession planning, and leadership pipelines are still being developed, which may present some challenges to continuity and strategic execution if such key personnel become unavailable. Additionally, there could be unauthorized disclosure or use of our technical knowledge, practices or procedures by such personnel. We have entered into employment agreements with our senior management and key personnel. We have also entered into confidentiality agreements with our personnel which contain nondisclosure covenants that survive indefinitely as to our trade secrets. However, these employment agreements do not ensure the continued service of these senior management and key personnel, and we may not be able to enforce the confidentiality agreements or other provisions of our employment agreements we have with our personnel, particularly as the scope of relevant confidentiality or other provisions may in some cases be limited by relevant local laws. In addition, we do not maintain key man life insurance for any member of our senior management team or our key personnel.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

Our success depends on the efforts and talent of our employees engaged in, among others, data center engineering, delivery, construction management and operations. We must attract, develop, motivate and retain qualified and skilled employees. Our industry has experienced significant growth, in part driven by the growth of AI. As a result, competition for skilled personnel has been and continues to be extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. We have taken measures recently to reduce attrition and improve our human resources function as we transition to becoming a larger global organization; however, our efforts may not be successful in reducing attrition and allowing us to better retain employees.

We invest significant time and expenses in training our employees. In particular, as an early-mover in a number of locations in which we expand, we often recruit and train personnel from adjacent or other industries in data center operations. This increases our employees’ value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve our customers could diminish, resulting in a material adverse impact on our business.

Our rapid organizational growth could pose challenges, place strains on our management and impact our corporate culture.

Our business has grown rapidly and continues to grow across multiple jurisdictions. We have significantly increased our headcount in the past and we continue to increase our headcount in 2026. Our growth could

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negatively impact us, including by, among other things, placing stress on our management and other internal teams as they manage a growing organization of a larger set of data center projects and corporate entities, including managing across cultures and languages and facing challenges in implementing, maintaining and enhancing internal controls, our operational structure, and IT infrastructure and systems at a growing scale to ensure adequate support of our business and to avoid operational and service disruptions. We also believe that a critical component of our success is our corporate culture, which we believe is a key component of our ability to execute on our customer commitments. As we continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture, in particular as we expand geographically and enter into and expand in new jurisdictions. We plan to continue to hire a significant number of new employees as we grow. As a result, we face challenges in creating a well-defined, lean, and scalable operating system that can work across different international markets, including clear processes, role definitions, decision rights, and accountability mechanisms. We also face challenges in ensuring a robust structure when new personnel are onboarded, including avoiding role ambiguity, overlapping responsibilities, inconsistent execution, and confusion over ownership, which may weaken overall accountability and operational effectiveness.

Our short operating history limits investors’ ability to evaluate future performance.

Our Company was founded in 2022 and our business has expanded rapidly since our inception, including across a number of new jurisdictions. Our limited operating history provides a limited track record in evaluating our business and operating and financial performance. Such history may not be indicative of our future prospects and ability to grow and operate, including maintaining and expanding customer relationships and operating a larger organization on a long-term basis. Our short history of rapid growth may not be indicative of future growth and investors are cautioned to evaluate our prospects in light of our limited operating history.

Our data centers may not be suitable for re-marketing without significant expenditures or renovations.

Our business primarily involves the development of hyperscale data centers for specific customers in line with their requirements. Although we seek to utilize modular engineering solutions which provide for more flexible reengineering, industry changes or customization at our customers’ expense could require significant modification in order for us to re-market the space to another customer if we need to find a new customer for the space. Customization or tenant improvements may also become outdated or obsolete as the result of technological change, the passage of time or other factors. As a result, we may be required to invest significant amounts or offer significant discounts to customers in order to market a particular space in the event that we lose a customer occupying a specific space, which could materially and adversely affect our business, financial condition, results of operations and prospects.

Major renovations and expenditures would be required to convert the properties for use as commercial office space, or for any other use, which would substantially reduce the benefits from such a conversion. In the event of a conversion, the value of our properties may be impaired due to the costs of reconfiguring the real estate for alternate purposes and the removal or modification of the specialized systems and equipment. The highly specialized nature of our data center properties could make it difficult and costly to reposition them if we are not able to market available space on favorable terms, or at all, which could have a material adverse effect on us.

If we are not successful in expanding our solutions our prospects may be adversely affected.

As our customers evolve their IT strategies, we must remain flexible and evolve along with new technologies and industry and market shifts. The process of developing and acquiring new solutions and enhancing existing solutions is complex. If we fail to anticipate customers’ evolving needs and expectations or do not adapt to technological and IT trends, our business and prospects could suffer.

We may face challenges and risks associated with identifying and consummating future acquisitions.

Although our growth has historically been organic and our current growth strategy consists primarily of organic growth, we may in the future seek to make strategic acquisitions and enter into alliances to further

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expand our business. If we are presented with appropriate opportunities, we may acquire additional businesses, services, resources, or assets, including data centers, that are complementary to our core business. Our integration of the acquired entities or assets into our business may not be successful and may not enable us to expand into new services, customer segments or operating locations as well as we expect. Moreover, the integration of any acquired entities or assets into our operations could require significant attention from our management. Future acquisitions may also expose us to other potential risks, including risks associated with unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, our inability to generate sufficient revenue to offset the costs and expenses of acquisitions and the potential loss of, or harm to, relationships with employees and customers as a result of our integration of new businesses. The occurrence of any of these events could have a material and adverse effect on our business, financial condition, results of operations and prospects.

Furthermore, we may choose to issue shares as a form of consideration in connection with potential acquisitions, which would result in the dilution to our existing shareholders.

We face risks related to third-party minority shareholders of certain of our consolidated subsidiaries.

Our data centers at Batam in Indonesia and Kouvola in Finland are held through majority owned subsidiaries in which other minority shareholders have certain limited protective rights that require their consent. In Indonesia, our data center operations are conducted through a subsidiary in which a sovereign wealth fund holds a 40% non-controlling interest. In Finland, a minority shareholder holds non-controlling interests in our Kouvola subsidiaries. See “Corporate History and Structure—Our Corporate Structure.” These types of relationships involve special risks associated with the possibility that such minority shareholders may have economic or business interests or goals that are inconsistent with ours; take or omit to take actions relating to their protective matters, be unable or unwilling to fulfill their obligations under the relevant agreements; have disputes with us as to the scope of their responsibilities; and/or have financial difficulties. To the extent such minority shareholders or their affiliates also provide or oversee development services to our data centers, we may face risks associated with any third-party contractor such as delays, quality or cost issues. In addition, we may be or may become obliged to finance such entities that also have other minority shareholders, or face disputes with other minority shareholders which could negatively impact our operations at the relevant data center and our reputation. These risks do not affect our ability to retain majority control and consolidate these subsidiaries.

As a result, although we hold a majority ownership and nominate the majority of the board members and commissioners, certain protective matters relating to our Indonesian operations require the minority shareholder’s consent, which may limit our flexibility or delay strategic initiatives. In addition, in Indonesia the shareholders’ agreement and related documents contain provisions relating to our potential listing and share swap rights in favor of the minority shareholder. Under such provisions, upon the listing of our shares (or ADSs representing our shares) on a stock exchange, the minority shareholder has the contractual right, within a specified period following such listing, to require the swap of its shares in the Indonesian holding company in exchange for our ordinary shares, with the exchange ratio determined based on the 30-day volume weighted average price of our listed securities and the fair market value of the minority shareholder’s shares in the Indonesian holding company as determined by an independent valuer, or, at our election, a cash payment of equivalent value. If the minority shareholder exercises such exchange right and we do not elect to make a cash payment, such issuance could result in dilution to our shareholders and affect our post-listing ownership and capital structure. Similarly, although we hold a majority ownership and nominate the majority of the board members, certain protective matters relating to our Finnish operations require the consent of our minority shareholder, which may limit our flexibility or delay strategic initiatives.

We may be adversely affected by regulations or standards related to climate change and other regulations.

Many countries and states have increasingly taken a more proactive approach on sustainability through the adoption of regulations that oblige corporations to make disclosures on their corporate sustainability efforts through mandatory reporting and to decarbonize their operations and supply chain. It is possible that compliance

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with the sustainability-related regulations and directives will require us to re-evaluate and make changes to our current operations and our supply chain. We may incur incremental costs to enhance our internal systems to collect the data needed to meet these regulatory requirements, including attestation standards. Tightening climate regulations, carbon pricing, and evolving energy standards could impact our business and industry. For instance, compliance with emissions-related laws could raise electricity costs, a major component of our operations, and necessitate investment in low-carbon backup systems or renewable energy sourcing. These changes may increase operating costs and impact our results of operations. Our data centers also rely heavily on water for cooling systems, making them, in the long term, vulnerable to rising water costs driven by climate change, scarcity, and regulatory pressures. In regions such as Southeast Asia and East Asia, increasing frequency of floods and droughts could lead to stricter water allocation policies, higher tariffs or water generation requirements to offset consumption, impacting operational expenses and sustainability targets. We could face transition risks if governments introduce water-use restrictions or penalties for high consumption. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.

Increasing scrutiny and changing expectations from our investors, customers and employees with respect to sustainability practices may impose additional costs on us or expose us to new or additional risks. Increased public awareness and concern regarding environmental risks, including global climate change, have resulted and may continue to result in increased public scrutiny of our business and our industry, particularly as data centers consume resources such as power and water.

Investors, customers, employees, regulators and other stakeholders may take increasing interest in Environmental, Social, and Governance (“ESG”) practices. Such practices may be taken into consideration by investors in making their investment decisions, and such investors may not invest in us if they believe that our ESG practices are inadequate or may invest in our competitors if our ESG practices are perceived to be less robust than those of our competitors. A critical part of our strategy is to engineer, build and operate data center infrastructure for our customers while cutting carbon, conserving resources and raising standards. However, we may not meet our ESG commitments and even if we do, the criteria by which companies’ ESG practices are assessed are subject to change, which could impact the viability of our engineering solutions in meeting our goals. We may be subject to heightened scrutiny from stakeholders and other third parties in respect of our ESG performance, and we may be required to undertake costly initiatives to satisfy any new criteria. In addition, our competitors may be perceived as having superior practices, harming our competitive position.

Risks Related to Our Industry and the Macroeconomic Environment

A slowdown in the demand for data center capacity in our current and future markets could adversely affect us.

Our business growth has been and continues to be driven by significant demand in our target markets. Our customers’ demand for data center capacity could decrease due to a number of factors, including:

To the extent that any of these or other adverse conditions occur, they could impact market demand and pricing for our services, which, in turn, could materially and adversely affect our business, financial condition, results of operations and prospects.

Furthermore, even if general industry demand remains stable, customer demand in our markets could decrease and customers could choose other markets instead of our markets. Demand in our markets may also be driven by supply constraints in other areas, such as in the United States. If such supply constraints ease, demand in our markets could decrease and materially and adversely affect our business, financial condition, results of operations and prospects.

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We are exposed to risks associated with the rapid adoption of AI, alternative and other technologies, including uncertainties in infrastructure demand, investment returns and the regulatory environment.

We have made, and continue to make, significant investments to support the explosively growing demand for AI, including generative AI, which are driving increased requirements for high-performance computing infrastructure. The growth of such technologies has been a significant driver of our growth. While we believe this trend supports long-term demand for our services, the rapid development and evolving nature of AI technologies present several risks and uncertainties that could adversely affect our business, financial condition, results of operations and prospects. The pace and sustainability of this demand are inherently uncertain and subject to change. There can be no assurance that the current trajectory of AI-driven growth will continue, or that such momentum will be sustained over the long term, as there could be shifts in technology trends, changes in customer preferences, regulatory developments, or a slowdown in AI adoption.

The technical and engineering future direction of the data center industry is underpinned by the rapid development of microprocessors, the associated hardware architecture and the way such architecture is scaled at boards, racks, data halls, facilities, campuses and between campuses. Multiple, different and competing technologies made by different technological companies create very different processing, power, cooling and space outcomes that are difficult for us to predict. While these technologies are at various stages of development, it is challenging to develop standardized data center solutions which will meet future demand for these technologies, particularly given that the technologies are developed by different developers, which could create challenges in meeting future demand.

Although we anticipate that AI adoption will continue to be a key driver of data center demand in the jurisdictions where we operate, there can be no assurance that our investments to support AI workloads will achieve the expected return. AI development and deployment involve a range of risks, including potential misuse by third parties, intellectual property infringement, the generation of inaccurate or harmful content, bias or discrimination in algorithmic outcomes, privacy breaches and cybersecurity vulnerabilities. As a provider of data center infrastructure, we may have limited visibility into, or control over, how our infrastructure is used by customers deploying AI technologies, which could expose us to legal or reputational risks. Moreover, demand for AI infrastructure could be negatively impacted by broader industry developments, including a slowdown in AI adoption, public backlash or ethical concerns regarding automation, unfavorable changes in regulations, or a reduction in overall cloud and digital transformation initiatives. In such cases, demand for our services could decline, resulting in underutilization of capacity and lower returns on investment. AI-related workloads also require specialized infrastructure, including high power density, advanced cooling systems and efficient resource utilization. Meeting these technical requirements may involve significant capital expenditures to upgrade existing facilities or construct new data centers purpose-built for AI applications. There can be no assurance that customer demand will justify these investments or that we will be able to recover these costs through pricing.

Furthermore, AI technologies remain at an early stage of regulatory oversight. Laws and related enforcement practices are still developing, and future regulatory actions could impose additional compliance obligations on us or our customers, restrict certain uses of our infrastructure, or result in fines, penalties or reputational damage. Additionally, the rapid pace of innovation in AI hardware and software standards may lead to sudden and significant shifts in customer requirements, as customers seek to adopt the latest technologies to maintain competitiveness. This could require us to make substantial and unanticipated investments in new infrastructure, equipment, or technical capabilities to accommodate evolving customer needs, and the failure to adapt quickly to such changes may result in the loss of existing customers or the inability to attract new business.

As such, while we believe the continued adoption of AI technologies presents a significant long-term opportunity, the associated legal, regulatory, operational and competitive risks could materially and adversely affect our business, financial condition, results of operations and prospects.

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We may not be able to compete effectively against our current and future competitors.

We operate in a competitive industry. Our primary competition comes from other hyperscale data center providers, though we may also face competition from various other types of data center solution providers for certain services. See “Business—Competition.” If competitors offer more attractive solutions, we may lose business opportunities, which could adversely impact our prospects. Due to the limited pool of global hyperscalers and the market demand, our customers or potential customers may also have relationships with our competitors, making it more difficult for us to win new business.

There are multiple points of competition in our industry. Competition may be on the basis of reputation and track record, the depth of relationships with customers, speed of data center delivery, pricing and cost, availability of data center space, ability to identify and secure access to powered land and access to utilities including power and water, quality of service, technical expertise, security, reliability, functionality, breadth and depth of services offered, geographic coverage, financial strength and ability to access financing. Some of our current and future competitors may have greater financial resources, a larger geographic footprint, a longer operating history, better brand recognition or may be a preferred partner for stakeholders for other reasons.

In addition, a number of other data center developers utilize prefabricated modules in their data center development. New entrants, or existing developers who use other methods, may also adopt the utilization of prefabricated modules. This could have the effect of increasing competition for equipment and services, particularly for the services of module integrators and supplies of long lead equipment. This could increase our costs, create challenges for us in sourcing and integrating equipment and erode our competitive advantage.

We could be negatively impacted by pricing pressure in our industry or if we fail to accurately price our services.

A buildup of new data centers or reduced demand for data center services could result in an oversupply of data center capacity in a particular market. Excess data center capacity could lower the value of data center services, putting downward pressure on prices. In particular, hyperscale customers often possess considerable bargaining power and leverage economies of scale to negotiate lower rates, longer payment terms, or other commercial concessions. Although we strive to maintain or improve pricing in our customer contracts, there can be no assurance that we will be able to sustain our historical pricing levels. A sustained decline in pricing for our data center services, including upon any customer contract renewal, could significantly impact our revenue growth, gross margins, and return on invested capital, particularly given the high fixed cost structure and capital intensity of our business.

Our pricing requires us to undertake significant projections and planning related to capital expenditure and operating costs. Although most of our contracted capacity is subject to inflation escalators, we have entered into customer contracts which do not contain such escalators, which could negatively impact our cash flows and margins. While we believe our past project experience helps to reduce the risks associated with estimating, planning and performing under our contracts, we bear the risk of failing to accurately estimate our projected costs given that our contracts are long-term contracts. Any failure to accurately estimate the resources and time required for a project, or any other factors that may impact our costs, could adversely affect our business, financial condition, results of operations and prospects.

We could be negatively impacted if supply constraints ease.

We believe one of our competitive advantages against the backdrop of a fast-growing industry has been our ability to procure resources and supplies of long lead-time components while our industry faces constraints. This has allowed us to deliver high-specification facilities at speed and has enabled us to serve these customers reliably and at scale. However, if such constraints in our industry ease and more resources and supplies readily become available, our competitors may have their time to build reduced, eroding our competitive advantage and harming our growth prospects.

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Economic uncertainties, including inflation, may adversely affect us.

Inflation in recent years has impacted various aspects of our business. Rising prices for materials related to our data center construction and our data center offerings, energy and gas prices, as well as rising wages and benefits costs negatively impact our business by increasing our operating costs. In particular, oil prices have increased and been subject to volatility as the armed conflict in the Middle East has continued and remains volatile, impacting global inflation and to a certain extent, our costs. In addition, our customers may also be negatively impacted by inflation and economic conditions. Our customers could face increased costs or financial difficulties and may have difficulty paying us, take cost cutting measures and scale back their operations, reducing their commitments to us. We may also be required to make allowances for doubtful accounts and our results would be negatively impacted. Our sales cycle could also be lengthened if customers reduce spending on, or delay decision-making with respect to, our services, which could adversely affect our revenue growth and our ability to recognize revenue. We could also experience pricing pressure as a result of economic conditions if our competitors lower prices and attempt to lure away our customers with lower cost services. Customers, suppliers and/or partners filing for bankruptcy could also lead to costly and time-intensive actions with adverse effects, including greater difficulty or delay in accounts receivable collection.

If economic conditions negatively affect capital markets, our ability to access the capital markets may be severely restricted at a time when we would like, or need, to do so, which could have an impact on our flexibility to pursue additional expansion opportunities and maintain our desired level of growth in the future. Our efforts to mitigate the risks associated with these adverse conditions may not be successful and our business, financial condition, results of operations and prospects could be materially and adversely affected.

In addition, economic uncertainties could lead to political instability, including strikes, demonstrations, protests, marches or other types of civil disorders. These instabilities and any adverse changes in the political environment could impact the growth of AI and our industry as a whole.

Our prospects could be materially and adversely affected by geopolitical events and political tensions, including the ongoing armed conflicts in the Middle East and other regions.

Geopolitical events, including the ongoing war in the Middle East, the war between Russia and Ukraine, trade wars, protectionism and other tensions could negatively affect our growth, and in particular our supply chain. The impact and resolution of such events remain uncertain. On February 28, 2026, the United States and Israel commenced airstrikes on Iran, and the conflict, including retaliatory strikes, evolved to impact a number of Middle Eastern countries. The conflict, related threats regarding closure of the Strait of Hormuz and reports of ongoing discussions between the parties or the ceasing thereof have significantly impacted oil prices, leading to increased prices and volatility. Fluctuations in oil prices could make it difficult for us to manage our operating and power costs, and may also impact our ability to procure supplies and other items necessary for development and operations of data centers on commercially acceptable terms. Such fluctuations could in turn impact pricing with customers and suppliers and our foreign currency risks. In addition, Iranian drone strikes impacted data centers in the UAE and Bahrain, increasing the risk that such facilities could become direct targets for state or non-state actors based on the country of origin of their customers or perceived associations with the U.S. government or military. The length and resolution of the conflict remain uncertain, and the impact of the recent conflict on broader market conditions, energy prices, economic and political conditions remains uncertain. Disruptions to air and sea transport and shipping could negatively impact our supply chain and human resources. Moreover, actual or proposed U.S. tariffs and potential counter tariffs have contributed to uncertainties regarding international trade, and although we primarily source our long lead-time components from China and Europe, these tensions could lead to changes in governmental policies and customer preferences, impacting our supply chain. Our costs may increase and we could experience supply chain disruption. If we are unable to effectively manage these developments, our business, financial condition, results of operations, and prospects could be materially and adversely affected. Moreover, changes in export regulations regarding technologies could impact our customers’ deployment strategies and as a result, adversely impact our business.

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In addition, there have been increased regulatory restrictions in recent years, including strengthening U.S. restrictions on trade and investment in strategic sectors. On October 30, 2025, several members of the U.S. Congress issued a letter to the U.S. Department of Commerce recommending that the Office of Information and Communications Technology and Services (“OICTS”) of the Department of Commerce investigate and restrict adversary products in certain critical and emerging industries to protect the U.S. market from technology threats. The letter included a list of multiple industries requested to be evaluated for action by OICTS, including among others, AI infrastructure, with our Company being alleged to be a China-linked company operating in the AI sector. Although we are not aware of any OICTS actions resulting from this letter, we and the entire data center sector could be subject to increased scrutiny or regulation in the future. Even if no further regulations are imposed, the uncertain environment and potential for future changes could impact our decision-making in terms of which markets to target for future growth and our reputation among U.S. hyperscalers. Moreover, the ongoing geopolitical tensions could potentially impact the business of our largest customer, a global technology company with a leading short-form video platform serving a worldwide audience. Although we do not believe such tensions would impact our existing contractual arrangements with our largest customer, there is a risk that such tensions could impact future deployments. From time to time, the United States and other jurisdictions impose sanctions, export controls, and other trade restrictions on certain companies, industries, and jurisdictions. If our largest customer were to become subject to any such restrictions, its growth prospects may be adversely affected, thereby resulting in reduced demand for our data center services. In addition, if as a result of regulatory scrutiny, we are restricted or prohibited from supplying services to any of our customers, our relationship with such customer would be adversely affected and our business, financial condition, results of operations and prospects would be negatively impacted.

On October 28, 2024, the U.S. Department of the Treasury (“Treasury”) issued a final rule on outbound investment (the “Final Rule”), which became effective January 2, 2025. The Final Rule imposes investment prohibition and notification requirements on U.S. persons for a wide range of investments in entities associated with Chinese mainland, Hong Kong and Macau that are engaged in certain specified “Covered Activity” relating to three sectors: (i) semiconductors and microelectronics, (ii) quantum information technologies, and (iii) AI systems, collectively defined as “Covered Foreign Persons.” U.S. persons subject to the Final Rule are prohibited from making, or required to report, certain investments in a Covered Foreign Person (subject to certain exceptions for passive investments in publicly traded securities). Importantly, the Final Rule excludes some investments from the scope of covered transactions, including those in publicly traded securities listed on a securities exchange. We do not believe we are a Covered Foreign Person under the Final Rule, because we do not engage in any Covered Activity (as defined in the Final Rule) or otherwise meet the definition of Covered Foreign Persons provided in the Final Rule. While we believe that our position is correct, the interpretation and enforcement of the Final Rule is subject to the sole discretion of Treasury. If we were deemed a “Covered Foreign Person” (as defined in the Final Rule), U.S. persons or U.S. parents of non-U.S. persons would need to assess whether their investments in our equity interests are prohibited or would require them to file a notification with Treasury pursuant to the Final Rule. In addition, there is a possibility that our ability to raise capital or contingent equity capital from U.S. investors could be limited or eliminated after this offering due to different guidance being issued by Treasury, potential amendments to the Final Rule, or the introduction of additional laws or regulations. For example, the Trump administration has indicated that the policies underlying the Final Rule are under review and that it may expand the regulations. In addition, the Comprehensive Outbound Investment National Security Act of 2025 (the “COINS Act”), which was recently signed into law, requires the adoption of implementing regulations, which will supersede the Final Rule, and the content of these new regulations is presently uncertain. If our ability to raise such capital is significantly and negatively affected by these developments, it could be detrimental to our business, financial condition and prospects. Changes to the publicly traded securities exception or other aspects of the Final Rule or the COINS Act could prohibit the purchase or trading of our ADSs by U.S. persons, impose new notification or other regulatory requirements, or make our ADSs less attractive to certain investors.

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Risks Related to Our Regulatory Environment and Other Legal Matters in the Geographic Markets in Which We Operate

Changes in the regulatory, political and economic policies of the geographic markets in which we operate may adversely affect us.

We operate our business in certain markets in the Asia Pacific region and Europe, and we intend to expand our business in such regions. Our data center operations are subject to extensive and evolving government regulation and policy across the jurisdictions in which we operate and plan to expand. Digital infrastructure is increasingly viewed as strategically sensitive or as critical information infrastructure and has increasingly been subject to evolving national security, foreign investment, and regulatory frameworks. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in these markets.

In a number of our markets, governments continue to play a significant role in regulating industry development by imposing industrial policies. Some local governments also exercise significant control over the economic growth and public order in their respective jurisdictions through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policies, and providing preferential treatment to particular industries or companies. Governmental actions to control inflation and other policies and regulations have often involved, among other measures, price controls, currency devaluations, capital controls and limits on imports.

Changes in political, regulatory, fiscal, trade, environmental, energy, land use, zoning, tax, data protection, cybersecurity, or foreign investment policies—whether at the national, regional, or local level—could materially and adversely affect our business, financial condition, and results of operations. Governments may impose new or more stringent regulations affecting the construction, development, ownership, operation, and expansion of data centers, including permitting requirements, environmental impact assessments, energy efficiency standards, water usage restrictions, renewable energy mandates, carbon taxes, zoning restrictions or limits on power availability. Data center operations in various jurisdictions have in recent years been subject to increasing political scrutiny and in some cases community opposition, increasing the potential for changes in regulatory regimes. Such regulations could increase our development and operating costs, delay or prevent the completion of projects currently under construction or in our development pipeline or limit our ability to expand capacity in certain markets. Government authorities, legislative bodies, or regulators may review, delay, condition, or deny approvals, permits, licenses, or other authorizations required for our projects, or impose additional compliance obligations that increase costs and complexity. Regulatory regimes applicable to our data centers in some jurisdictions are subject to interpretation and implementation by relevant authorities, creating uncertainty in their application. Such actions could materially delay project timelines, reduce expected returns, or prevent us from entering or expanding in certain markets.

In addition, changes in laws or policies governing data localization, cross-region data transfers, cybersecurity, privacy, or national security may affect our customers’ ability or willingness to use our facilities, particularly given that in some cases we use a cross-region hub-and-spoke model. Governments may also adopt policies that favor domestic operators, restrict foreign ownership or investment, impose licensing or approval requirements, or increase scrutiny of foreign-owned infrastructure, including data centers. Any such measures could require us to restructure our operations, divest assets, form joint ventures or exit certain markets.

Any of the foregoing could materially and adversely impact our business, financial condition, results of operations and prospects.

Community and political opposition and other stakeholder actions relating to data-center projects could materially and adversely affect our business and prospects.

The development and operation of data centers have increasingly attracted scrutiny and opposition from, among others, local communities, environmental organizations, politicians and other stakeholders and parties.

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Such scrutiny and opposition may relate to, among other matters, electricity and water consumption, effects on utility costs and grid capacity, greenhouse-gas emissions, land use, noise, traffic, visual impact, tax or other incentives and strain on local infrastructure. In addition, even where data center projects have not directly or negatively impacted any of the foregoing, negative perceptions about data center projects generally could impact public and stakeholder attitudes toward data centers. Community groups and other stakeholders have and may continue to participate in public consultations, organize protests or advocacy campaigns, seek moratoriums or changes to zoning and permitting requirements, file administrative appeals or legal challenges, or request additional environmental or social-impact assessments. For example, in late September 2026 there were protests at or around the Nongsa Digital Park in Batam expressing discontent over water shortages in the local community, highlighting local infrastructure challenges. Scrutiny of and opposition to data centers could impact political attitudes and policies, which in turn could cause governmental authorities to delay, condition, withdraw, withhold or deny required approvals, permits, utility connections or other authorizations. They could also require changes to project location, design, construction methods, cooling technology or operating practices. As a result, we could experience delays in construction or commencement of operations, increased development and capital costs, impairment of project economics, reputational harm or the abandonment of planned projects. We cannot assure you that our stakeholder-engagement efforts will resolve community concerns or prevent opposition to our existing or future projects, and any such opposition could materially and adversely affect our business, financial condition, results of operations and prospects.

Government regulation related to our business or that of our customers, suppliers or other parties who work with us or failure to comply with laws and regulations may adversely affect our business.

Various laws and governmental regulations globally governing internet-related services, related communications services, and information technologies remain largely unsettled, even in areas where there has been some legislative action. In particular, the regulatory landscape for AI is evolving and uncertain, with governments around the world considering or enacting new laws addressing AI safety, data localization, and the ethical use of AI technologies. For example, there may be forthcoming regulation in areas of regulating the responsible use of AI, such as the EU Artificial Intelligence Act which came into effect in 2024 and the introduction of heightened measures to be adopted with respect to cybersecurity, operational resilience, data privacy, sustainability, taxation and data security, any of which could impact us and our customers.

In countries where there are shortages of power, land and water resources, local governments have and/or will be imposing more stringent regulations and requirements. New builds and further expansion of data center operations in such markets are increasingly being evaluated and approvals (where required) may only be granted where a data center operator is not only able to demonstrate that it is efficient in its use of energy and water but also that its operations have and/or will bring significant environmental, economic and social benefits to the country and the local community. For example, Spain recently issued a draft royal decree proposing requiring new data centers of over 1 MW capacity to source at least 80% of their hourly electricity consumption from renewable generation. The proposals would apply to pending applications and to holders of permits already granted whose facilities have not yet been connected to the grid. Although the proposed requirements have not yet been implemented, we could encounter challenges complying with the new requirements or new requirements in the future, which could materially and adversely affect our development and growth prospects.

Government limitations or moratoriums placed on data center construction in a given market may also negatively impact our ability to expand according to our plans. For example, Singapore imposed a moratorium on the construction of new data centers between 2019 and 2022.

As these laws evolve, they can be subject to varying interpretations and regulatory discretion. To the extent a regulator or court disagrees with our interpretation of these laws and determines that our practices are not in compliance with applicable laws and regulations, we could be subject to civil and criminal penalties that could adversely affect our business operations. We might also face legal liability or reputational harm if any of our customers engages in misconduct. Moreover, substantial resources may be required to comply with regulations or bring any non-compliant business practices into compliance with such regulations.

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In addition, as we develop data centers in new markets and across multiple jurisdictions, we and our contractors are required to comply with laws related to labor and employment. Our contractors often use foreign laborers in the construction and expansion of our data centers. If we or our contractors fail to comply with such laws and regulations, we or they could be subject to employee and contractor claims, fines or other penalties, and our development activities could be adversely impacted. Furthermore, we or our contractors may face difficulty in hiring foreign laborers at our sites due to restrictions on the usage of foreign labor. Furthermore, as we expand into new markets and jurisdictions, we are subject to new and potentially evolving tax regimes which could increase our tax expenses or liabilities.

In certain jurisdictions where we operate, we rely on licenses, permits and approvals to run our business. See “Regulation” for further details on applicable licenses. Failure to obtain, maintain, or renew necessary licenses, permits, or approvals in any jurisdiction could result in government penalties, loss of business, or forced cessation of operations in affected areas. Even if such approvals are eventually granted, delays could significantly disrupt development activities.

Our business must be conducted in compliance with applicable economic sanctions, trade sanctions and anti-bribery and anti-corruption laws and regulations, including but not limited to those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Justice and the United Nations Security Council; as well as export control and import control laws and regulations, such as the U.S. Export Administration Regulations administered by the U.S. Department of Commerce, and the U.S. Customs and Border Protection regulations. Economic sanctions and export control laws and regulations may prohibit or restrict transactions, including the shipment of certain products and services, to embargoed, sanctioned or restricted countries, governments, and persons, as well as shipments for certain end uses (e.g., military end uses). Complying with sanctions and export controls laws and regulations may be time-consuming and result in the delay or loss of revenue opportunities. Enforcement activity in these areas has increased, and violations can result in severe civil and criminal penalties and restrictions on our business. Because sanctions lists change frequently and our compliance measures may be insufficient, any failure to adhere to these laws could significantly harm our reputation, business, financial condition, results of operations, and prospects.

U.S. export control laws and regulations, including the various lists administered by the Bureau of Industry and Security (“BIS”), are subject to change from time to time, and any such changes may occur without prior notice. For example, in January 2025, the Bureau of Industry and Security issued an interim final rule introducing export controls on certain advanced computing integrated circuits (“IC”) and on model weights for certain advanced closed-weight AI models (the “AI Diffusion Rule”). BIS has since rescinded the AI Diffusion Rule and instead issued regulatory guidance on advanced computing ICs. In January of 2026, the U.S. House of Representatives passed the Remote Access Security Act, which would amend the Export Control Reform Act of 2018 to authorize the extension of export controls to the “remote access” of items subject to the EAR. Although we generally provide infrastructure for such software and equipment rather than the equipment itself, these legislative proposals, should they go into effect, could affect the demand for our data centers or expand to cover the services that we provide. We cannot predict which (if any) of these proposals (or similar proposals) may be adopted or, if they were adopted, provide any assurance that they would not have a material adverse effect upon our business, our ability to serve existing or future customers, or our results of operations.

Failure by our customers, employees, representatives, contractors, partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations could have negative consequences to us, including reputational harm, government investigations, loss of export privileges and penalties. Any failure by us or our suppliers, customers or other third parties who work with us to comply with applicable anti-money laundering (“AML”), antiterrorism, anti-bribery, export controls, economic and trade sanctions laws and regulations, including retaliatory measures and blocking statutes, could lead to significant penalties and damages to our reputation. We and our suppliers, customers or other third parties are also subject to various anti-terrorism and economic and trade sanctions laws and regulations. If we fail to comply with AML, anti-terrorist, export controls and economic and trade sanction laws and regulations, we may be subject to fines, enforcement actions,

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regulatory sanctions, additional compliance requirements, increased regulatory scrutiny of our business, or other penalties levied by regulators, and damages to our reputation, all of which may adversely affect our business operations, and results of operations. In addition, if our suppliers, customers or other third parties who work with us fail to comply with applicable laws and regulations, it could disrupt our services and could result in potential liability for us and damage our reputation.

As data security and data privacy laws and regulations involve uncertainties, any non-compliance with such laws and regulations may subject us to fines and/or other sanctions which may have a material adverse effect on us.

The cross-region transfer of data raises data security concerns for the governments in jurisdictions where we operate and the companies who are our customers and suppliers. Our ability to develop profitable data centers is dependent on acceptance and implementation of a data management framework and cross-region flows transferring data across borders primarily by our customers. In the ordinary course of business, we do not access, handle or take responsibility for our customers’ data. There can be no assurance that a data management framework will be fully accepted by market participants such that cross-region transfer of data will no longer raise data privacy concerns, which may affect our business and industry and ultimately demand for data centers by our customers in our markets.

Furthermore, as we operate across multiple jurisdictions, and as existing laws and regulations regarding data security involve uncertainties, we cannot assure you that we will be able to comply with such laws and regulations on commercially acceptable terms or at all, and we may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. We may also become subject to fines and/or other sanctions which may have a material adverse effect on our business, financial condition, results of operations and prospects.

The regulatory environment in Europe is complex and stringent. Failure to timely and successfully navigate any such complex regulatory requirements may adversely affect our ability to develop, deliver and operate data centers on the expected timeline and within budget.

Our ability to successfully develop, construct and commence operations of data centers in Greater Helsinki, Finland and Zaragoza, Spain and potentially other markets in Europe, depends on obtaining and maintaining a wide range of approvals, permits, licenses and other governmental authorizations. European jurisdictions generally maintain complex and evolving regulatory frameworks governing land use, zoning, environmental protection, climate and sustainability requirements, energy efficiency, labor and employment matters, health and safety standards, utility connections, construction activities and community engagement. For example, in Finland, data center projects may require environmental impact assessments, environmental permits and emissions trading obligations depending on the output of reserve power generators, as well as building permits typically based on local detailed plans that may need to be adopted or amended by the relevant municipality. In Spain and other European markets, similar permitting and environmental compliance obligations may apply. Spain recently issued a draft royal decree proposing requiring new data centers of over 1 MW capacity to source at least 80% of their hourly electricity consumption from renewable generation. The proposals would apply to pending applications and to holders of permits already granted whose facilities have not yet been connected to the grid. Regulatory requirements are often subject to interpretation by multiple governmental authorities at the local, regional, national and, in some cases, European Union levels, which may result in lengthy review processes, additional conditions being imposed on projects, or inconsistent regulatory outcomes. In addition, EU-wide regulatory frameworks impose additional compliance obligations on our European operations that may increase costs and complexity and require us to adapt our operational and compliance frameworks.

The development of data centers in Europe has increasingly attracted scrutiny from regulators, local communities, environmental organizations and other stakeholders due to concerns relating to energy consumption, greenhouse gas emissions, water usage, land use, noise, traffic congestion, visual impact and strain on local infrastructure. Data center operations in various jurisdictions have in recent years been subject to

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increasing political scrutiny and in some cases community opposition, increasing the potential for changes in regulatory regimes. Governments may impose new or more stringent regulations affecting the construction, development, ownership, operation and expansion of data centers, including permitting requirements, environmental impact assessments, energy efficiency standards, water usage restrictions, renewable energy mandates, carbon taxes, zoning restrictions or limits on power availability. For example, certain European jurisdictions have in the past imposed moratoriums or other restrictions on new data center construction. As a result, projects may be subject to public consultation processes, administrative appeals, legal challenges, objections from community groups or requests for additional environmental and social impact assessments. Government authorities, legislative bodies or regulators may review, delay, condition or deny approvals, permits, licenses or other authorizations required for our projects, or impose additional compliance obligations that increase costs and complexity. Such actions may significantly delay permitting and construction activities, require modifications to project engineering, increase capital expenditures or, in certain cases, prevent projects from proceeding altogether.

In addition, European labor and employment laws, including those relating to workforce safety, collective bargaining arrangements, contractor oversight, employee protections, working time requirements and staffing obligations, are generally more stringent than in our existing markets and may increase the cost and complexity of construction and operations. We had not historically been party to any collective bargaining agreements with our employees; however, as we have expanded our operations in Europe, we have entered into a collective bargaining agreement in Spain and may in the future enter into similar agreements in line with local market practice and labor laws. Compliance with health and safety regulations may require additional procedures, inspections, certifications, workforce training and remediation measures that could extend development timelines and increase operating expenses. Shortages of qualified labor, labor disputes, strikes or changes in labor regulations could further impact project schedules and costs. Furthermore, in certain European jurisdictions, restrictions on the acquisition of property by non-EU or non-EEA entities may apply, which could require us to obtain governmental approvals, including from defense or security authorities, in order to purchase land or other real property for our data center developments, adding cost and delay to the process.

Any failure to obtain, renew or maintain required permits and approvals on acceptable terms, comply with applicable regulatory requirements, or successfully address stakeholder concerns could result in delays in construction, postponement of commercial operations, fines, penalties, litigation, operational restrictions or the suspension of projects. Such delays may adversely affect our ability to meet customer commitments, achieve anticipated revenue growth, realize expected returns on invested capital or execute our business strategy. In addition, changes in laws or policies governing data localization, cross-border data transfers, cybersecurity, privacy or national security in European jurisdictions may affect our customers’ ability or willingness to use our facilities. Governments may also adopt policies that favor domestic operators, restrict foreign ownership or investment, impose licensing or approval requirements or increase scrutiny of foreign-owned infrastructure, including data centers. Any such measures could require us to restructure our operations, divest assets, form joint ventures or exit certain markets. If one or more of our data center projects experiences significant delays or cost overruns due to regulatory, environmental, labor, health and safety or community-related issues, our business, financial condition, results of operations and prospects could be materially and adversely affected.

We have limited ability to protect our intellectual property rights, and are subject to the risk that we could be alleged to have infringed intellectual property rights of others.

Our methodologies, engineering solutions, practices, know-how and technical expertise we utilize in engineering, developing, delivering and maintaining our data centers are generally not protected intellectual property rights. We have applied to register intellectual property rights with respect to certain trademarks and engineering solutions and there can be no assurance that we will be successful in such registration or that any such registration, or future applications for registration, will successfully protect our registered intellectual property rights. We work with a limited number of module integrators and share certain engineering solutions and other information with them to facilitate development of our data centers. In addition, for our ongoing

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collaboration we and module integrators may jointly develop and share certain intellectual property rights. There can be no assurance that module integrators and their employees will not use our engineering solutions, information or jointly developed intellectual property for their benefit or the benefit of others, including our competitors. To the extent our intellectual property rights are appropriated or misused by third parties, our business, competitive position and reputation could be materially and adversely affected. We are also subject to the risk of litigation alleging infringement of third-party intellectual property rights, including those of our customers. Assertions of infringement of intellectual property or misappropriation of confidential information against us, if successful, could have a material adverse effect on our business, financial condition and results of operations. Protracted litigation could also result in existing or potential customers deferring or limiting their use of our services until resolution of such litigation is reached. Even if such assertions against us are unsuccessful, they may cause us to lose existing and future business and incur reputational harm and substantial legal fees.

We face risks related to compliance with anti-corruption laws and anti-bribery laws.

We operate our business in a number of jurisdictions and are thus subject to relevant laws and regulations related to anti-corruption, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”), which prohibit bribery to government officials that work for government agencies, state / government owned or controlled entities, as well as bribery to non-government entities or individuals, and requires accurate books and records and appropriate internal accounting controls, in the jurisdictions where we operate. Our operations and expansion projects require us or our employees to communicate and interact with, and engage third parties who interact with, various government stakeholders or state-owned or linked enterprises, including utilities and telecommunications providers. In addition, one of our shareholders is a sovereign wealth fund that is also a minority investor in one of our data centers in Indonesia. These factors put us and our representatives in frequent contact with persons who may be considered “foreign officials” under the FCPA, resulting in an elevated risk of potential FCPA violations. The significant majority of our current operations and resources under development and construction are situated in jurisdictions in Southeast Asia, where we believe we are subject to heightened risks regarding compliance with local anti-corruption laws, including risks related to commercial bribery involving employees and third-party contractors or intermediaries, and related governmental investigations or inquiries in connection with procurement, construction and other commercial activities involving third parties. If we, our employees, our business partners or third parties acting on our behalf are found not to be in compliance with the FCPA and other applicable anti-corruption laws governing the conduct of business with government entities, officials or other business counterparties, we and such relevant third parties may be subject to criminal, administrative, and civil penalties and other remedial measures, which could have an adverse impact on our business, reputation, financial condition, results of operations and prospects. The FCPA generally prohibits companies and any individuals or entities acting on their behalf from offering or making improper payments or providing benefits to foreign officials for the purpose of obtaining or keeping business or other advantages, along with various other anti-corruption laws, and can also subject us to liabilities under the accounting provisions. Our existing policies prohibit any such conduct. We are also in the process of implementing additional policies and procedures and providing training designed to ensure that we, our employees, business partners and other third parties comply with applicable anti-money laundering and anti-corruption laws and regulations and the FCPA. There is, however, no assurance that such policies or procedures will work effectively in all instances or protect us against liability under the FCPA or other anti-corruption laws. There is no assurance that our employees, business partners and other third parties will always comply with our policies and procedures. We could be held liable for actions taken by our employees, business partners and other third parties with respect to our business or any businesses that we may acquire. Any investigation of any potential violations of the FCPA or other anti-corruption laws by U.S. or foreign authorities could adversely impact our reputation, cause us to lose customers and access to facilities and telecommunications resources, and lead to other adverse impacts on our business, financial condition, results of operations and prospects.

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Our business operations could be impacted if our customers, suppliers or other third party service providers are added to U.S. and other countries’ sanctions or export control restricted party lists, or if applicable laws or regulations are expanded or modified.

The U.S. Department of the Treasury, Office of Foreign Assets Control, and the U.S. Department of Commerce, Bureau of Industry and Security, as well as regulators in other jurisdictions, maintain and administer the Specially Designated National and Blocked Persons List, the Entity List, and other lists of parties who are subject to U.S. sanctions and export controls restrictions. If a current or prospective customer, supplier, or third party service provider is on or is added to these restricted party lists, we may be restricted or prohibited from doing business with them. For example, two of our existing customers have been added to the list of Chinese Military Companies maintained by the U.S. Department of Defense (the “CMC List”). In addition, our supply chain may from time to time include modular components that are manufactured by entities on the Entity List. Our affiliation with customers, suppliers or other service providers designated on the CMC List or the Entity List may subject us to heightened reputational risks and we cannot assure you that similar restrictions will not escalate in the future, resulting in limitations on our ability to transact with these parties or other parties that become subject to similar designations. Any expansion of the regulatory consequences associated with the CMC List or the Entity List, or any future designation of additional customers, suppliers, or service providers on these or similar lists, could materially and adversely affect our business, reputation, financial condition, results of operations and prospects. The U.S. government and other regulators may also implement new or expanded sanctions or export control laws or regulations that could require us to modify our business practices, limit or terminate relationships with affected customers or counterparties, or otherwise restrict our ability to conduct business.

We may be negatively impacted by future litigation, claims or investigations.

We may become party to, among other things, environmental, commercial, contract, warranty, antitrust, tax, property entitlements and land use, intellectual property, product liability, health and safety, and employment claims. The outcome of any future lawsuits, claims, investigations or proceedings is often difficult to predict and could be adverse and material in amount. In addition to the monetary cost, litigation can divert management’s attention from its core business opportunities. Development of new information in these matters can often lead to changes in management’s estimated liabilities associated with these proceedings including the judge’s rulings or judgments, jury verdicts, settlements or changes in applicable law. The outcome of such matters is often difficult to predict, and unfavorable outcomes could materially impact our results of operations, financial position and cash flows.

Uncertainties with respect to certain legal systems could adversely affect us.

The legal systems in our geographic markets vary from jurisdiction to jurisdiction. Certain jurisdictions, such as Indonesia, Thailand, Finland and Japan, are primarily based on civil law systems grounded in written statutes, while others, including Malaysia, Hong Kong and Singapore, are based on common law principles. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

In emerging or rapidly evolving jurisdictions, the legal and regulatory framework applicable to us and our business may be developing or subject to change. Recently enacted or amended laws and regulations may not sufficiently address all aspects of our commercial, operational or fund-raising activities, and their interpretation and enforcement may involve material uncertainties. For example, in 2023, the China Securities Regulatory Commission promulgated certain rules requiring PRC domestic companies that seek to offer or list securities overseas to fulfill certain filing procedures and report relevant information (the “filing rules”). We believe that we are not required to go through the filing procedures under the filing rules before our ADSs can be listed or offered in the United States. However, as the filing rules were newly published, there are uncertainties as to how they will be interpreted or implemented. The authorities may take a view that is contrary to our understanding, and we cannot assure you that we will be able to get clearance in a timely manner, or at all. Any failure to obtain or delay in obtaining clearance of such approval may result in an order to rectify, warnings and fines against us

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and could materially hinder our ability to offer or to continue to offer our securities in this offering and any future offerings or any other capital raising activities, and cause the securities being offered to substantially decline in value and become worthless.

Government policies, administrative guidance, or internal rules may not be published on a timely basis or at all and, in some cases, may be applied retroactively. Key regulatory concepts or definitions may be unclear or inconsistently interpreted by different authorities or courts. As a result, the application of certain laws and regulations to our business may be unclear or unsettled, and regulatory authorities and courts may exercise significant discretion in interpreting statutory provisions, contractual arrangements, licensing requirements, or compliance obligations. We may also not always be aware that we are deemed to be in violation of applicable requirements until after enforcement action has been initiated. Administrative or judicial proceedings in these jurisdictions may also be lengthy and costly, diverting management attention and resources.

The ability of our subsidiaries to distribute dividends to us may be subject to restrictions under the laws of their respective jurisdictions.

We are a holding company. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from the subsidiaries is subject to restrictions imposed by applicable laws and regulations, including among others, requirements that dividends be paid out of distributable profits or retained earnings. Furthermore, the ability of our subsidiaries to distribute dividends may be contractually restricted in the financing agreements of such subsidiaries. In addition, although there are currently no foreign exchange control regulations which restrict the ability of our subsidiaries in some of our markets to distribute dividends to us, the relevant regulations may be changed and the ability of these subsidiaries to distribute dividends to us may be restricted in the future.

Risks Related to the ADSs and This Offering

An active trading market for the ADSs may not develop and the trading price for the ADSs may fluctuate significantly, which could result in substantial losses to investors.

We have applied to list the ADSs on the Nasdaq Stock Market. Prior to the completion of this offering, there has been no public market for our ordinary shares or the Nasdaq Stock Market, and we cannot assure you that a liquid public market for the ADSs will develop. If an active public market for the ADSs does not develop following the completion of this offering, the market price and liquidity of the ADSs may be materially and adversely affected, and investors may not be able to sell their ADSs at the desired price or at the time that they would like to sell. The initial public offering price for the ADSs is determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of the ADSs after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their ADSs.

The trading price of the ADSs is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation of the market prices of other Asia Pacific-based companies that have listed their securities in the United States. A number of Asia Pacific-based companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of these Asia Pacific-based companies’ securities after their offerings may affect the attitudes of investors toward Asia Pacific-based companies listed in the United States in general and consequently may impact the trading performance of the ADSs, regardless of our actual operating performance.

In addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including the following:

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Any of these factors may result in large and sudden changes in the volume and price at which the ADSs will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could materially and adversely affect our financial condition and results of operations.

Substantial future sales or perceived potential sales of the ADSs in the public market could cause the price of the ADSs to decline.

Sales of the ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of the ADSs to decline. All ADSs sold in this offering will be freely transferable without restriction or additional registration under the Securities Act. The remaining ordinary shares issued and outstanding after this offering will be available for sale subject to volume and other restrictions as applicable provided in Rules 144 and 701 under the Securities Act. Although we and [each of our officers, directors and existing shareholders, and holders of our outstanding share incentive awards] have agreed to certain lock-up restrictions, such restrictions may be released prior to the expiration of the lock-up period at the discretion of [the representatives of the underwriters of this offering]. To the extent shares are released before the expiration of the lock-up period and sold into the market, the number of ADSs sold in the market could increase significantly and the market price of the ADSs could decline.

After completion of this offering, certain holders of our ordinary shares may cause us to register under the Securities Act the sale of their shares. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration. Additionally, holders of our equity incentive award, including holders of share options, may choose to sell all or a portion of their shares, or we may raise additional funds through further issuances of equity or equity-linked securities in the public market. Sales of these registered shares in the form of the ADSs in the public market could cause the price of the ADSs to decline.

Our shareholders have certain rights which will survive this offering.

Pursuant to our second amended and restated investor rights agreement, dated December 31, 2025, entered into by and among us and our shareholders, we have granted certain registration rights to holders of our registrable securities. As a result, after completion of this offering, certain holders of our ordinary shares may cause us to register under the Securities Act the sale of their shares, subject to the 180-day lock-up period in connection with this offering. The foregoing could lead to additional freely tradable shares on the market which could impact our trading price and also cause us to incur expenses and potentially divert management attention.

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In addition, our post-offering memorandum and articles of association contain provisions granting certain rights to one of our directors that apply after this offering is completed. See “Description of Share Capital—Our Post-Offering Memorandum and Articles of Association.” To the extent that such director’s interests differ from other shareholders, our other shareholders may be disadvantaged by his corporate governance rights.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on a price appreciation of the ADSs for a return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ADSs as a source for any future dividend income.

Because the initial public offering price is substantially higher than the net tangible book value per share after giving effect to this offering, you will experience immediate and substantial dilution.

If you purchase the ADSs in this offering, you will pay more for each ADS than the corresponding amount paid by existing shareholders for their ordinary shares. As a result, you will experience immediate and substantial dilution of approximately US$    per ADS, assuming that no outstanding options to acquire ordinary shares are exercised. This number represents the difference between the initial public offering price of US$    per ADS, and our net tangible book value per ADS as of    , after giving effect to this offering. You may experience further dilution to the extent that our ordinary shares are issued upon exercise of any share options. See “Dilution” for a more complete description of how the value of your investment in ADSs will be diluted upon completion of this offering.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

The trading market for the ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrades the ADSs, the market price for the ADSs would likely decline. If one or more of these analysts ceases to cover us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for the ADSs to decline.

We expect to incur increased costs and become subject to additional rules and regulations as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur, and face new challenges which we did not previously face, as a private company as we seek to comply with the rules and regulations and other obligations that will be applicable to us as a public company. For example, as a result of becoming a public company, we have adopted policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to maintain or renew director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. We expect to incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to the rules and regulations and other obligations applicable to us as a public company, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. These costs may negatively affect our financial results.

Furthermore, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies. As a company

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with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. After we are no longer an “emerging growth company,” we would no longer take advantage of such reduced reporting and other requirements and as a result we expect to incur additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC generally applicable to public companies.

The voting rights of the ADS holders are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote the underlying ordinary shares.

The ADS holders do not have the same rights as our registered shareholders. As a holder of the ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights with respect to the underlying ordinary shares represented by the ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may only vote by giving voting instructions to the depositary. Upon receipt of your voting instructions, the depositary will vote the underlying ordinary shares represented by the ADSs in accordance with your instructions. You will not be able to directly exercise your right to vote with respect to the underlying shares unless you withdraw the ordinary shares and become the registered holder of such ordinary shares prior to the record date for the general meeting.

Under our post-offering memorandum and articles of association that will become effective immediately prior to the completion of this offering, the minimum notice period required for convening a general meeting is seven business days. When a general meeting is convened, you may not receive sufficient advance notice to withdraw the shares underlying the ADSs to allow you to vote with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our post-offering memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the underlying ordinary shares represented by the ADSs and from becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying the ADSs are not voted as you requested. Furthermore, as a Cayman Islands exempted company, we are not obliged by the Companies Act (As Revised) of the Cayman Islands to call shareholders’ annual general meetings, and in your capacity as an ADS holder, you will not have any rights to call or requisition a shareholders’ meeting.

You may not receive dividends or other distributions on our ordinary shares, and you may not receive any value for them, if it is illegal or impractical to make them available to you.

The depositary of the ADSs has agreed to pay you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares the ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a

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distribution available to any ADS holders. For example, it would be unlawful to make a distribution to an ADS holder if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not practicable to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of the ADSs, ordinary shares, rights or anything else to ADS holders. This means that you may not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of the ADSs.

You may experience dilution of your holdings due to inability to participate in rights offerings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to ADS holders unless we indicate that we wish such rights to be made available to ADS holders, and the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all ADS holders or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, ADS holders may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

You may be subject to limitations on transfer of the ADSs.

The ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of the ADS holders on its books for a specified period. The depositary may also close its books in emergencies and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

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Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, special resolutions and the register of mortgages and charges, of such companies) or to obtain copies of lists of shareholders of these companies. Under Cayman Islands law, the names of our current directors can be obtained from a search conducted at the Registrar of Companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. If we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act (As Revised) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital—Differences in Corporate Law.”

Forum selection provisions in our post-offering memorandum and articles of association and our deposit agreement with the depositary bank could limit the ability of holders of our ordinary shares, ADSs or other securities to obtain a favorable judicial forum for disputes with us, our directors and officers, the depositary bank, and potentially others.

Our post-offering memorandum and articles of association provide that, unless we consent in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) is the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, including the Securities Act and the Exchange Act, regardless of whether such legal suit, action, or proceeding also involves parties other than our company. The deposit agreement provides that the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall have exclusive jurisdiction over any suit, action or proceeding against or involving us or the depositary, arising out of or relating in any way to the deposit agreement, including without limitation claims under the Securities Act of 1933 arising out of or relating in any way to the deposit agreement. Since the deposit agreement provides that such jurisdiction provision applies to any such legal suit, action or proceeding, including without limitation claims under the Securities Act, such provision would apply also to any such suit, action or proceeding under the Exchange Act. The enforceability of similar federal court choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings in the United States, and it is possible that a court could find this type of provision to be inapplicable or unenforceable. If a court were to find the federal choice of forum provision contained in our post-offering memorandum and articles of association or the deposit agreement to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. If upheld, the forum selection clause in our post-offering memorandum and articles of association, as well as the forum selection provision in the deposit agreement, may limit a security-holder’s ability to bring a claim against us, our directors and officers, the depositary, and potentially others in his or her preferred judicial forum, and this limitation may discourage such lawsuits. Our shareholders or the ADS holders will not be deemed to have waived our compliance with the federal securities laws and the regulations

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promulgated thereunder pursuant to the exclusive forum provision in the post-offering memorandum and articles of association and deposit agreement.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, [most] of our directors and executive officers and the experts named in this prospectus reside outside the United States, and [most] of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforceability of Civil Liabilities.”

The post-offering memorandum and articles of association that will become effective immediately prior to the completion of this offering will contain anti-takeover provisions that could discourage a third party from acquiring us and adversely affect the rights of our shareholders and the ADS holders.

We have conditionally adopted the amended and restated memorandum and articles of association that will become effective immediately prior to the completion of this offering, which we refer to as the post-offering memorandum and articles of association. Our post-offering memorandum and articles of association will contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change of control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. Our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, represented by the ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of the ADSs may fall and the voting and other rights of the holders of our ordinary shares and the ADSs may be materially and adversely affected. In addition to the board’s authority to issue preferred shares, our post-offering memorandum and articles of association contain other provisions that may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable. For example, our post-offering memorandum and articles of association establish a classified board divided into four classes, under which the majority of our directors (comprising up to one director appointed by Mr. William Wei Huang and up to six directors appointed by the board itself) are not subject to election or removal by shareholders. Only up to three directors are elected by shareholders, and those candidates must first be approved by a majority of the board. As a result, our shareholders have limited ability to influence the composition of our board of directors. See “Description of Share Capital — Our Post-Offering Memorandum and Articles of Association.”

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

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We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, press releases relating to financial results, including our quarterly results, and material events will be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

In addition, on June 4, 2025, the SEC issued a concept release seeking public comment on whether to amend the current eligibility criteria for foreign private issuer status under the U.S. securities laws to better balance investor protection and capital formation. This marks the first comprehensive review of the foreign private issuer regulatory framework since 2008 and signals a potential material shift in the foreign private issuer regulatory framework. While no rule changes have been proposed yet, any future amendments could impact our eligibility to qualify as a foreign private issuer.

ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by applicable law, holders and beneficial owners of the ADSs irrevocably waive the right to a jury trial of any claim that they may have against us or the depositary arising from or relating to our ordinary shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. The waiver continues to apply to claims that arise during the period when a holder holds the ADSs, even if the ADS holder subsequently withdraws the underlying ordinary shares. However, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, you cannot waive our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

If we or the depositary opposed a demand for jury trial relying on the above-mentioned jury trial waiver, it is up to the court to determine whether such waiver is enforceable considering the facts and circumstances of that case in accordance with the applicable state and federal law.

If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally adjudicated by a federal court or by the United States Supreme Court. Nonetheless, we believe that a jury trial waiver provision is generally enforceable under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York. In determining whether to enforce a jury trial waiver provision, New York courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to trial by jury.

We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim, none of which we believe are applicable in the case of the deposit agreement or the ADSs. If you or any other holders or beneficial owners of the ADSs bring a claim

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against us or the depositary relating to the matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not have the right to a jury trial regarding such claims, which may limit and discourage lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary according to the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may have different outcomes compared to that of a jury trial, including results that could be less favorable to the plaintiff(s) in any such action.

Moreover, as the jury trial waiver relates to claims arising out of or relating to the ADSs or the deposit agreement, we believe that, as a matter of construction of the clause, the waiver would likely continue to apply to ADS holders who withdraw the ordinary shares from the ADS facility with respect to claims arising before the cancelation of the ADSs and the withdrawal of the ordinary shares, and the waiver would most likely not apply to ADS holders who subsequently withdraw the ordinary shares represented by the ADSs from the ADS facility with respect to claims arising after the withdrawal. However, to our knowledge, there has been no case law on the applicability of the jury trial waiver to ADS holders who withdraw the ordinary shares represented by the ADSs from the ADS facility.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.

As a Cayman Islands exempted company listed on the Nasdaq Stock Market, we are subject to the Nasdaq corporate governance listing standards. However, the Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. For example, we are not required to have a majority independent board of directors or regularly scheduled executive sessions with only independent directors each year. We are permitted to elect to rely on home country practice to be exempted from the corporate governance requirements. Following this offering, we intend to rely on home country practice to be exempted from certain of the Nasdaq corporate governance listing standards, such as the requirement that our compensation committee and our nomination and corporate governance committee be comprised entirely of independent directors, as well as the requirement for shareholder approvals for our employee share options plans and share issuances in certain situations. If we choose to follow other home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary from their currently intended use. The failure by our management to apply these funds effectively could harm our business, financial performance and your investment returns.

If we are a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes for any taxable year, U.S. investors holding ADSs or the ordinary shares will generally be subject to adverse U.S. federal income tax consequences.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50 percent or more of the value of its assets (generally determined on the basis of a quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75 percent or more of its

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gross income consists of passive income. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company’s goodwill and other unrecorded intangibles are taken into account. Passive income generally includes, among other things, dividends, interest, gains from the disposition of passive assets, royalties and rents (other than rents treated under the PFIC rules as derived in the active conduct of a trade or business). For purposes of the above calculations, under a look-through rule, a non-U.S. corporation that owns, directly or indirectly, at least 25 percent by value of the equity interests of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation.

Based on the historical, current and anticipated value of our assets, the composition of our income and assets and the expected price of the ADSs in this offering, we do not presently expect to be or become a PFIC for our current taxable year or for foreseeable future taxable years. However, our PFIC status for any taxable year is a factual determination made annually after the close of the taxable year and is subject to uncertainty in several respects. Accordingly, we cannot assure you that we will not be treated as a PFIC for our current taxable year or for any future taxable year. Changes in the composition of our income or assets or the value of our assets (including the value of our goodwill and other intangible assets, which may be determined, in large part, by reference to our market capitalization and the market price of the ADSs, which may be volatile) may cause us to become a PFIC. In estimating the value of our goodwill, we have taken into account the expected cash proceeds from, and our anticipated market capitalization following, this offering. If our market capitalization is less than anticipated or subsequently declines, we may be or become classified as a PFIC for the current taxable year or future taxable years. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. If we determine not to deploy significant amounts of cash (including the cash raised in this offering) for active purposes, our risk of being or becoming a PFIC may substantially increase. It is also possible that the United States Internal Revenue Service may challenge our classification or valuation of our goodwill, which may result in our being or becoming a PFIC for the current or one or more future taxable years.

If we are a PFIC for any taxable year during which a U.S. Holder (as defined in “Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules”) owns the ADSs or ordinary shares, the U.S. Holder will generally be subject to adverse U.S. federal income tax consequences. U.S. investors should consult their tax advisors regarding the U.S. federal income tax consequences to them if we are a PFIC for any taxable year. See “Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Prospectus Summary—Summary of Risk Factors,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also includes projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of the ADSs. In addition, the rapidly evolving nature of this industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$    , or approximately US$    if the underwriters exercise their option to purchase additional ADSs, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$    per ADS, which is the midpoint of the price range shown on the front page of this prospectus. A US$1.00 increase (decrease) in the assumed initial public offering price of US$    per ADS would increase (decrease) the net proceeds to us from this offering by US$    , assuming the number of ADSs offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility and to create a public market for our ADSs. We currently intend to use the net proceeds we receive from this offering as follows:

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, the rate of growth, if any, of our business, and our present plans and business conditions. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. See “Risk Factors—Risks Related to the ADSs and This Offering—We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.”

Pending any use described above, we plan to invest the net proceeds in interest-bearing debt instruments or demand deposits.

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DIVIDEND POLICY

Our board of directors has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay or recommend dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

We do not have any present plan to pay any cash dividends on our ordinary shares or the ADSs representing our ordinary shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Because we are a holding company, our ability to pay dividends also depends on our receipt of cash dividends from our operating subsidiaries, which may be restricted in their ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur.

If we pay any dividends on our ordinary shares, we will pay those dividends that are payable in respect of the ordinary shares underlying the ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to the ADS holders in proportion to the ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Description of American Depositary Shares.”

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2026:

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Note:

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DILUTION

If you invest in the ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of June 30, 2026 was US$     million, or US$     per ordinary share as of that date and US$    per ADS. Net tangible book value represents the amount of our total consolidated assets of US$    , less intangible assets of US$     and less total consolidated liabilities of US$    . Dilution is determined by subtracting net tangible book value per ordinary share as adjusted from the initial public offering price per ordinary share.

Without taking into account any other changes in such net tangible book value after June 30, 2026 other than to give effect to (i) the automatic conversion of all of our preferred shares into ordinary shares on a one-to-one basis which will occur automatically immediately prior to the completion of this offering; and (ii) our issuance and sale of ordinary shares represented by the    ADSs offered in this offering at an assumed initial public offering price of US$    per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, which number of shares has been calculated based on an assumed initial public offering price of US$    per ADS, the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, our as adjusted net tangible book value as of June 30, 2026 would have been approximately US$    million, or US$    per ordinary share and US$    per ADS, to existing shareholders and an immediate dilution in net tangible book value of US$    per ordinary share, or US$    per ADS, to purchasers of ADSs in this offering. The following table illustrates such dilution:

A US$1.00 increase (decrease) in the assumed initial public offering price of US$    per ADS would increase (decrease) our as adjusted net tangible book value after giving effect to this offering by US$    , the as adjusted net tangible book value per ordinary share and per ADS after giving effect to this offering by US$    per ordinary share and US$    per ADS, and the dilution in as adjusted net tangible book value per ordinary share and per ADS to new investors in this offering by US$    per ordinary share and US$    per ADS, respectively, assuming no change to the number of ADSs offered by us as set forth on the front cover of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on an as adjusted basis as of June 30, 2026, the differences between the existing shareholders and the new investors with respect to the number of ordinary shares (in the form of ADSs or ordinary shares) purchased from us in this offering, the total consideration paid and the average price per

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ordinary share paid at the initial public offering price of US$    per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

The as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of the ADSs and other terms of this offering determined at pricing.

The discussion and tables above assume no exercise of options outstanding as of the date of this prospectus. As of the date of this prospectus, there are    ordinary shares issuable upon the exercise of outstanding options with an exercise price of US$    per share. To the extent that any of these options are exercised, there will be further dilution to new investors.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated in the Cayman Islands as an exempted company with limited liability in order to enjoy the following benefits:

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include but are not limited to:

Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

A majority of our directors and executive officers are nationals or residents of jurisdictions other than the United States and a substantial portion of our assets and the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

We have been informed by Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

We have also been advised by Maples and Calder (Hong Kong) LLP that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any reexamination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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CORPORATE HISTORY AND STRUCTURE

Corporate History

Our Company was incorporated in the Cayman Islands with limited liability under the name “DigitalLand Holdings Limited” on May 18, 2022 and is headquartered in Singapore. On January 1, 2025, we changed our company name to “DayOne Data Centers Limited.”

In 2023, we delivered our first data center campus at Nusajaya Tech Park (NTP) and acquired land in Kempas Tech Park (KTP) in Johor, Malaysia. During the same year, we were approved to develop a data center in Singapore. By the end of 2023, we had reached 49MW of Capacity In Service and secured over 100MW of Bookings across our portfolio. In 2024, we expanded into two new markets: Greater Bangkok, Thailand, and Tokyo, Japan. In 2025, we entered the Greater Helsinki market by investing in data center campuses in Kouvola and Lahti, Finland, and delivered our first data center in Batam, Indonesia. In 2026, we expanded into three new markets: Kuala Lumpur, Malaysia, Zaragoza, Spain, and Kyushu, Japan.

In 2024, to fund our growth, we raised US$1.9 billion through Series A and Series B equity financings from certain institutional private equity and strategic investors. We raised another US$1.3 billion in 2025 and US$3.2 billion in 2026, in each case in connection with our Series C equity financing from existing and new institutional private equity and strategic investors.

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Our Corporate Structure

We operate our business through a number of direct and indirect subsidiaries. The following diagram illustrates our corporate structure as of the date of this prospectus. The diagram omits certain entities that are immaterial to our results of operations, business and financial condition.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial position and results of operations in conjunction with the section entitled “Summary Consolidated Financial Data and Operating Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

Our Company

DayOne is a leading digital infrastructure platform outside of the United States and China. Since our inception in 2022, we have secured 4.6GW of Resources across ten markets. Of this, we have approximately 2.3GW of Bookings, primarily from seven global hyperscale and leading technology customers. In a supply-constrained environment caused by unprecedented demand from AI, we work collaboratively with our customers to create new markets. We take an industrialized approach to development, which enables us to satisfy the most demanding requirements for scale, reliability and time-to-market. Our vision is to create the largest global platform comprising multiple gigawatt-scale data center campuses in strategic locations, offering a unique value proposition to our customers.

We focused initially on the opportunity in Southeast Asia. We were the catalyst for the creation of the SIJORI market, integrating resources in the new markets of Johor, Malaysia, and Batam, Indonesia located in the Riau Islands, along with the established hub of Singapore. Within a short period of time, SIJORI has grown to become one of the largest data center markets in the world. Based on our Bookings, Structure Research estimates that we have a 33% market share in SIJORI. Our approach enables us to achieve a development yield of around mid-teens. Building on this proven strategy, we have expanded our footprint in Asia to Greater Bangkok, Thailand, Kuala Lumpur, Malaysia and Kyushu, Japan, and entered Europe with sites in Greater Helsinki, Finland and Zaragoza, Spain.

The Opportunity

Global demand for data center capacity is experiencing significant growth, driven by resilient public cloud expansion and the rapid adoption of AI. Structure Research estimates that global data center capacity is projected to increase by 135GW from an estimated 90GW in 2025 to 225GW in 2030. AI workloads are anticipated to be the primary catalyst for this growth, generating approximately 59% of incremental demand. Consequently, AI’s share of total global capacity is expected to grow from 14% in 2025 to 41% by 2030, according to Structure Research. To support this industry shift, global leading hyperscalers and technology companies are significantly accelerating their capital expenditures to build out the computing infrastructure required for the AI era. The top ten global hyperscalers are forecasted to invest US$7.3 trillion between 2026 and 2030, representing a more than fivefold increase compared to the US$1.4 trillion spent over the preceding five-year period, according to Structure Research.

Within our target markets, data center capacity is projected to more than double, from 16GW to 49GW in Asia Pacific (excluding China), and from 16GW to 38GW in Europe from 2025 to 2030. Established markets, which currently account for 53% and 40% of existing capacity in Asia Pacific (excluding China) and Europe, respectively, are facing severe resource constraints. As a result, hyperscalers are increasingly reallocating capital deployments toward growth markets within these regions. These growth markets offer the ability to secure scalable powered land with accelerated time-to-market and highly visible expansion potential. When executing these regional deployments, hyperscalers increasingly partner with proven operators with an ability to navigate local complexities. Consequently, from 2025 to 2030, outsourcing penetration is forecasted to increase from 69% to 77% in Asia Pacific (excluding China) and from 45% to 64% in Europe.

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Our Approach

We have established a proprietary and industrialized development approach that enables us to deliver our solutions at scale and with speed. We partner with customers to identify and develop new markets with scalable land, power and critical resources. We systematically de-risk our market entry by securing anchor customer commitments early on in our development process. Our modularized and prefabricated approach enables us to deliver gigawatt-scale campuses across multiple sites at industry-leading speed and technical standards. As deployments scale up, we broaden our customer base within our markets, attracting new customers and transforming these locations into multi-campus regional clusters. This reinforces customer trust, supports repeat deployments and enables us to replicate our approach across geographies through a disciplined, scalable and customer aligned strategy. Since our inception in 2022, we have delivered 962MW of Capacity In Service as of September 20, 2026. In Southeast Asia, according to Structure Research, this approach delivers capacity at a cost that is around 20% to 30% below industry average and within 12 months, and achieves a development yield of around mid-teens underpinned predominantly by long-term take-or-pay contracts with our hyperscale customers.

Our Operating Model

We provide critical data center infrastructure, including space, power and cooling, to support our customers’ IT equipment. Our data centers are engineered to be workload-agnostic and flexible, enabling them to accommodate evolving power density requirements and technical standards. We are responsible for the day-to-day operation and management of our data center facilities and for meeting our service level commitments, while customers manage and operate their own IT equipment deployed within our facilities. We generate substantially all of our revenue from data center services under long-term customer contracts. Revenue primarily comprises services fees for providing space, power and cooling capacity. Power is generally charged based on customers’ actual power consumption on a pass-through basis.

Our Footprint

A core proof point is the creation of the SIJORI market, spanning Singapore, Johor (Malaysia) and Batam (Indonesia) located in the Riau Islands. We developed SIJORI in direct response to Singapore’s capacity constraints, creating a low-latency, multi-availability zone for public cloud, AI training and inference deployments. Since entering Johor, we have built campuses at two locations, Nusajaya Tech Park and Kempas Tech Park, secured approximately 1.4GW of Bookings and brought five global hyperscalers into the market. Our revenue derived from Malaysia accounted for 81.5% and 87.0% of our total revenue for 2025 and the six months ended June 30, 2026, respectively. In parallel, our Batam campuses at Nongsa Digital Park and Kabil Industrial Tech Park are among the first large-scale AI sites in Indonesia, while our presence in Singapore, where our campus is currently under development, anchors a tri-node deployment strategy for the SIJORI market. We are aiming to replicate this framework across other growth markets in Asia Pacific (excluding China) and Europe, including Greater Bangkok, Thailand, Kuala Lumpur, Malaysia, Greater Helsinki, Finland, Zaragoza, Spain and Kyushu, Japan.

Our Customers

As hyperscale deployments grow larger and more complex, execution becomes the critical differentiator. Hyperscalers increasingly concentrate deployments with partners that can deliver consistent execution across markets and bring scalable capacity online with speed and certainty. DayOne is positioned as a partner of choice, supported by our ability to deliver high-specification facilities at speed and scale. We have strong and trusting relationships with our customers, including but not limited to global leading hyperscalers and technology companies, and support their deployments across multiple markets. Three of our hyperscale customers engage with us across our platform, each for multi-market deployments around or exceeding 200MW of Bookings. A significant majority of our customer agreements range from 10 to 15 years, with renewal options of typically five years.

Our Growth

Our growth is supported by the combination of a proven ability to secure new Bookings, expand our Secured Powered Land and maintain a consistent record of delivering projects on time, within budget and at

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attractive development yields. As of September 20, 2026, we had Bookings of approximately 2.3GW, substantially all of which we expect to deliver by December 31, 2028, based on our current estimates. We estimate the cost to complete our Bookings at approximately US$11.4 billion, after deducting the cost we had spent up to June 30, 2026. We believe that our currently available capital resources will be sufficient to fully fund our current Bookings. We estimate that, across the projects for which we have secured Bookings as of September 20, 2026, we will achieve a development yield of around mid-teens. In addition to our Bookings, we had Reservations of 1.1GW from our customers. As of September 20, 2026, we had 2.3GW of Secured Powered Land and 1.3GW of Powered Land Pipeline that underpin our continued growth.

Key Factors Affecting Our Results of Operations

We believe that our results of operations are affected by the following key factors.

Increase in AI Adoption and Hyperscale Capital Expenditure: The ongoing rise in hyperscalers’ capital expenditure, driven by the rapid adoption of AI and increasing cloud penetration, is a key factor impacting our results. In particular, the growing deployment of AI across business operations and customer-facing applications is expected to further accelerate demand for data center capacity. This trend is especially pronounced among hyperscalers and technology companies, whose requirements for space, power, and connectivity are increasing rapidly. A slowdown or decrease in AI and cloud adoption and hyperscale capital expenditure could lead to reduced demand for our data center services, negatively impacting our business and revenue growth.

Ability to Win Bookings: The foundation of our business is built on strong and trusting relationships with a group of global leading hyperscalers and technology companies who demand delivery of their digital infrastructure with speed and in scale. We are a trusted partner to our customers, leveraging our understanding of their evolving requirements, often gained through ongoing collaboration and successful project delivery, to credibly support their entry and growth in multiple markets. Our data centers are engineered to support the full spectrum of workloads, including public cloud and AI workloads. Our results depend on our ability to continue winning Bookings from existing and new customers. The timing and the scale of Bookings will affect our construction and delivery cycle and, subsequently, revenue recognition.

Ability to Secure Powered Land: Our ability to secure powered land across multiple markets is fundamental for us to capture future growth opportunities and win Bookings. We have developed a repeatable approach to creating new markets where powered land is available but may be difficult to access due to regulatory and operational complexity. We develop large-scale, strategically located campuses by entering the market early and working with utilities and government authorities, ensuring priority access to critical power and land resources. Challenges in identifying suitable markets and sites, delays in land acquisition or obtaining power supply can impact our project planning, capital management, and growth.

Ability to Deliver on Time and Within Budget for Our Customers: Our ability to manage our development schedule and budget impacts our revenue, cash flows, and development yield. Our results for any particular period are significantly impacted by our ability to deliver capacity to customers and generate revenue in such period. Delays in projects or cost overruns may postpone revenue recognition and reduce our development yield. Our modular and prefabricated engineering solutions and integrated delivery framework help mitigate these risks. However, unexpected supply chain disruptions or market-wide inflationary pressures may still impact business operations and returns.

Contract Terms for Bookings and Contract Renewals: Our data center services revenue is highly visible and recurring, generated primarily from long-term customer contracts. Our results of operations are affected by the pricing terms set forth in customer contracts, for which we adopt a return-oriented pricing strategy. Pricing is primarily affected by location, scale, workloads, delivery specifications, term, and supply and demand dynamics in the market. For contract renewals of existing Bookings, pricing terms generally reflect prevailing market conditions; our ability to preserve or improve contract terms will affect our revenue, cash flows and development yield.

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Ability to Manage Our Costs and Expenses: Our results of operations depend on our ability to achieve cost efficiency across our data centers. Power costs are primarily on a pass-through basis and we expect this to continue going forward. We pursue cost discipline through digitalization, automation, and real-time monitoring. We manage our selling, general, and administrative expenses through centralized functions, and disciplined hiring. Our ability to manage these costs and expenses will enable us to improve our operating leverage.

Ability to Access Financing and Maintain Prudent Leverage: Constructing, developing and operating data centers require substantial capital. Our business expansion and results require sustained access to diverse funding sources. Our total outstanding debt, which reflects our total borrowings and finance leases, was US$4.9 billion, as of June 30, 2026. We have raised a total amount of US$1.9 billion from the issuances of Series A and Series B convertible preferred shares, as of December 31, 2025. We raised another US$1.3 billion in 2025 and US$3.2 billion in 2026, in each case with our Series C equity financing from existing and new institutional private equity and strategic investors. Our long-term customer contracts ensure predictable and stable cash flows, supporting our ability to obtain new financing and fulfill debt obligations while maintaining the flexibility needed to scale our footprint. External factors including interest rates, market liquidity, and market appetite for data center assets affect our financing cost.

Key Performance Indicators

Our results of operations are largely driven by our Bookings and Billings. Our management uses the following key performance indicators as measures to evaluate our performance:

The following table sets forth our key performance indicators as of the dates indicated.